SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
MAYFIELD IX

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2005
3. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (3) (3) Common Stock 2,945,000 0 D(1)(2)
Series B Convertible Preferred Stock (3) (3) Common Stock 1,096,153 0 D(1)(2)
Series C Convertible Preferred Stock (3) (3) Common Stock 593,750 0 D(1)(2)
Series A Convertible Preferred Stock (3) (3) Common Stock 155,000 0 I(1)(2) by MF AIII
Series B Convertible Preferred Stock (3) (3) Common Stock 57,693 0 I(1)(2) by MF AIII
Series C Convertible Preferred Stock (3) (3) Common Stock 31,250 0 I(1)(2) by MF AIII
1. Name and Address of Reporting Person*
MAYFIELD IX

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MAYFIELD IX MANAGEMENT LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MAYFIELD VIII MANAGEMENT LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MAYFIELD ASSOCIATES FUND III L P

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UNGER WILLIAM D

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AUKEN WENDELL G VAN III

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FONG KEVIN A

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MYERS FRANK G JR

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DALAL YOGEN K

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEIDRICH A GRANT III

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The individual Reporting Persons are Managing Directors of Mayfield IX Management, LLC, the sole General Partner of Mayfield IX (MF IX), and they are also Managing Directors of Mayfield VIII Management, LLC, the sole General Partner of Mayfield Associates Fund III (MF AIII). The individual Reporting Persons may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by MF IX and MF AIII, but disclaim such beneficial ownership, except to the extent of their pecuniary interest therein.
2. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of all such equity securities covered by this statement. Each of the Reporting Persons included in this filing hereby designates Mayfield IX as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.
3. Upon completion of the initial public offering, all Preferred Stock held by MF IX will be converted to a cumulative total of 1,166,695 shares of Common Stock, and all Preferred Stock held by MF AIII will be converted to a cumulative total of 61,405 shares of Common Stock.
Remarks:
James T. Beck, Attorney-In-Fact for each of the Reporting Persons 09/26/2005
** Signature of Reporting Person 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby authorizes James T.
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of September, 2002.


Frank G. Myers, Jr.



POWER OF ATTORNEY
            

Know all by these presents, that the undersigned hereby authorizes James T.
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 16th day of September, 2002.


Kevin A. Fong

POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby authorizes James T.
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 16th day of September, 2002.


William D. Unger

POWER OF ATTORNEY
            

Know all by these presents, that the undersigned hereby authorizes James T.
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 16th day of September, 2002.


Wendell G. Van Auken, III

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes James T.
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 16th day of September, 2002.


Yogen K. Dalal

POWER OF ATTORNEY
            

Know all by these presents, that the undersigned hereby authorizes James T. 
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any 
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 16th day of September, 2002.
A. Grant Heidrich, III