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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Fox Judith A.

(Last) (First) (Middle)
SUNESIS PHARMACEUTICALS, INC.
395 OYSTER POINT BOULEVARD, SUITE 400

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2019
3. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Common Stock 40,268 D
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
Stock Option (Right to Buy) (1) 11/30/2026 Common Stock 4,000 4 D
Stock Option (Right to Buy) (2) 03/31/2027 Common Stock 30,000 4.1 D
Stock Option (Right to Buy) (3) 07/10/2024 Common Stock 106 2.62 D
Stock Option (Right to Buy) (4) 07/10/2024 Common Stock 12,682 2.62 D
Stock Option (Right to Buy) (5) 07/31/2027 Common Stock 10,000 2.64 D
Stock Option (Right to Buy) (6) 12/29/2027 Common Stock 195,000 3.69 D
Stock Option (Right to Buy) (7) 12/31/2028 Common Stock 150,000 4 D
Explanation of Responses:
1. Fully vested.
2. One fourth (1/4th) of the shares shall vest one (1) year from the Vesting Commencement Date of March 31, 2017. Thereafter, one forty-eighth (1/48th) of the shares granted shall vest monthly over the next thirty-six (36) months.
3. The shares vest monthly over three (3) years from July 10, 2017.
4. The shares vest monthly over two (2) years from July 10, 2017.
5. One fourth (1/4th) of the shares shall vest one (1) year from the vesting commencement date of July 31, 2017. Thereafter, one forty-eighth (1/48th) of the shares granted shall vest monthly over the next thirty-six (36) months.
6. One fourth (1/4th) of the shares shall vest one (1) year from the vesting commencement date of December 29, 2017. Thereafter, one forty-eighth (1/48th) of the shares granted shall vest monthly over the next thirty-six (36) months.
7. One fourth (1/4th) of the shares shall vest one (1) year from the Vesting Commencement Date of December 31, 2018. Thereafter, one forty-eighth (1/48th) of the shares granted shall vest monthly over the next thirty-six (36) months.
/s/ Tina Gullotta (Attorney-in-Fact) 03/25/2019
** 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 constitutes  
and appoints each of Dayton Misfeldt, William P. Quinn, Tina Gullotta and  
Mehdi Khodadad,signing individually,the undersigned's true and lawful 
attorneys-in-fact and agents to:
 
      (1)   execute  for  and on behalf of the undersigned, an officer, director
            or  holder  of  10%  or  more of a registered class of securities of
            Sunesis Pharmaceuticals, Inc.(the "Company"),Forms  3,  4  and 5 in
            accordance  with  Section  16  (a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act") and the rules thereunder;
 
      (2)   do  and perform any and all acts for an on behalf of the undersigned
            that  may  be  necessary  or  desirable to complete and execute such
            Forms  3,  4  or 5, complete and execute any amendment or amendments
            thereto,  and  timely  file such forms or amendments with the United
            States  Securities and Exchange Commission and any stock exchange or
            similar authority; and

      (3)   take  any  other  action of any nature whatsoever in connection with
            the foregoing which, in the opinion of such attorney-in-fact, may be
            of  benefit,  in  the  best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf
 of the undersigned pursuant to this Power
            of  Attorney  shall be in such form and shall contain such terms and
            conditions   as   such   attorney-in-fact   may   approve   in  such
            attorney-in-fact's discretion.
 
      The  undersigned  hereby  grants to each 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 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  attorneys-in-fact's  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 attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

      This  Power  of  Attorney  shall remain in full force and effect until the
earliest  to occur of (a) the undersigned is no longer required to file Forms 3,
4  and  5  with  respect  to  the  undersigned's holdings of and transactions in
securities  issued by the Company, (b) revocation by the undersigned in a signed
writing   delivered  to  the  foregoing  attorneys-in-fact  or  (c)  as  to  any
attorney-in-fact  individually,  until such attorney-in-fact shall no longer be
employed by the Company or Cooley LLP, as the case may be.

      IN  WITNESS  WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of March, 2019.

                                       /s/ Judith A. Fox
                                       -----------------------------------------
                                           Judith A. Fox