Sec Form 4 Filing - EVNIN ANTHONY B @ SUNESIS PHARMACEUTICALS INC - 2009-04-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EVNIN ANTHONY B 2. Issuer Name and Ticker or Trading Symbol SUNESIS PHARMACEUTICALS INC [ SNSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VENROCK, 530 FIFTH AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2009 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants (right to buy) $ 0.22 04/03/2009 P 133,266 04/03/2009 04/02/2016 Common Stock 1,332,660 ( 1 ) 133,266 I By Fund ( 2 ) Series A Preferred Stock ( 1 ) 04/03/2009 P 133,266 ( 3 ) ( 4 ) Common Stock 1,332,660 ( 1 ) 133,266 I By Fund ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EVNIN ANTHONY B C/O VENROCK 530 FIFTH AVENUE, 22ND FLOOR NEW YORK, NY10036 X Signatures /s/ Anthony B. Evnin 04/07/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an aggregate of 54,639 Units purchased for $3.45 per Unit by Venrock Associates, a limited partnership, and an aggregate of 78,627 Units purchased for $3.45 per Unit by Venrock Associates II, L.P., a limited partnership. Each Unit consists of one share of Series A Preferred Stock (each one share of Series A Preferred Stock is convertible into 10 shares of common stock) and one warrant to purchase 10 shares of common stock. ( 2 )Represents an aggregate of 54,639 Units held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner, and an aggregate of 78,627 Units held of record by Venrock Associates II, L.P., a limited partnership of which Mr. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata pecuniary interest. ( 3 )The Series A Preferred Stock may, at the option of the holder, be converted into common stock upon the earliest to occur of (i) one day following the closing of an Alternative Common Stock Financing (each such term as defined in the Securities Purchase Agreement, dated March 31, 2009, between the Issuer and the Purchasers thereto or (ii) January 24, 2011. ( 4 )The Series A Preferred Stock has no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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