- Amended Statement of Beneficial Ownership (SC 13D/A)
22 July 2009 - 6:57AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
Sunesis
Pharmaceuticals, Inc.
(Name of Issuer)
Common
Stock, $0.0001 Par Value
(Title of Class of Securities)
(CUSIP Number)
Scott
A. Arenare, Esq.
Managing
Director and General Counsel
Warburg
Pincus LLC
466
Lexington Avenue
New
York, New York 10017
(212)
878-0600
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
With
a copy to:
Steven
J. Gartner, Esq.
Willkie
Farr & Gallagher LLP
787
Seventh Avenue
New
York, New York 10019
(212)
728-8000
July
20, 2009
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box:
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule
240.
13d-7 for other parties to whom copies
are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting persons initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE
13D
CUSIP No.
867328 50 2
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Warburg, Pincus Equity Partners, L.P.
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I.R.S. #13-3986317
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
3,445,621**
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
3,445,621**
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,445,621**
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
9.94%
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14
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Type of Reporting Person
(See Instructions)
PN
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** Includes 241,546 shares of Common Stock issuable upon exercise of
the Warrants (with the percentage ownership calculated using the number of
outstanding shares of Common Stock after giving effect to the exercise of the
Warrants).
2
SCHEDULE
13D
CUSIP No.
867328 50 2
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Warburg Pincus & Co.
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I.R.S. #13-6358475
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
3,445,621**
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
3,445,621**
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,445,621**
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
9.94%
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14
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Type of Reporting Person
(See Instructions)
PN
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** Includes 241,546 shares of Common Stock issuable upon exercise of
the Warrants (with the percentage ownership calculated using the number of
outstanding shares of Common Stock after giving effect to the exercise of the
Warrants).
3
SCHEDULE
13D
CUSIP No.
867328 50 2
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Warburg Pincus LLC
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I.R.S. #13-3536050
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
3,445,621**
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
3,445,621**
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,445,621**
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
9.94%
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14
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Type of Reporting Person
(See Instructions)
OO
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** Includes 241,546 shares of Common Stock issuable upon exercise of
the Warrants (with the percentage ownership calculated using the number of
outstanding shares of Common Stock after giving effect to the exercise of the
Warrants).
4
SCHEDULE
13D
CUSIP No.
867328 50 2
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Warburg Pincus Partners, LLC
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I.R.S. #13-4069737
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
3,445,621**
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
3,445,621**
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,445,621**
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
9.94%
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14
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Type of Reporting Person
(See Instructions)
OO
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** Includes 241,546 shares of Common Stock issuable upon exercise of
the Warrants (with the percentage ownership calculated using the number of
outstanding shares of Common Stock after giving effect to the exercise of the
Warrants).
5
Introduction.
This Amendment No. 4 to the Schedule 13D (this Amendment)
amends the Schedule 13D filed with the Securities and Exchange Commission on
October 6, 2005, as amended by Amendment No. 1 thereto filed with the
Securities and Exchange Commission on March 23, 2006, as amended by Amendment
No. 2 thereto filed with the Securities and Exchange Commission on May 31,
2007, as further amended by Amendment No. 3 thereto filed with the Securities
and Exchange Commission on July 14, 2009 (as so amended, the Current Schedule
13D), on behalf of Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership (together with two affiliated entities, WPEP), Warburg Pincus
LLC, a New York limited liability company (WP LLC), Warburg Pincus & Co.,
a New York general partnership (WP), and Warburg Pincus Partners LLC, a New
York limited liability company and a subsidiary of WP (WPP LLC). The holdings of Common Stock of WPEP, WP LLC,
WP and WPP LLC include certain shares of Common Stock which may be deemed to be
beneficially owned by Warburg, Pincus Netherlands Equity Partners I, C.V. (WPNEP
I) and Warburg, Pincus Netherlands Equity Partners III, C.V. (WPNEP III and,
together with WPEP and WPNEP I, the Investors). The Investors, WP, WP LLC and
WPP LLC are collectively referred to as the Warburg Pincus Reporting Persons. This Amendment relates to the common stock,
par value $0.0001 per share (the Common Stock), of Sunesis Pharamaceuticals,
Inc., a Delaware corporation (the Company). Charles R. Kaye and Joseph P.
Landy are Managing General Partners of WP and Managing Members and
Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus
Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all
shares held by the Warburg Pincus Reporting Persons.
The Warburg Pincus Reporting Persons are making this
single, joint filing because they may be deemed to constitute a group within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the Exchange Act). Each
Warburg Pincus Reporting Person disclaims beneficial ownership of all shares of
Common Stock to which such Warburg Pincus Reporting Person does not have a
pecuniary interest.
Unless otherwise indicated herein, each capitalized
term used but not otherwise defined herein shall have the meaning ascribed to
such term in the Current Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Current Schedule 13D is hereby amended
and replaced in its entirety as set forth below.
(a) From
July 14, 2009 through July 21, 2009, WPEP sold an aggregate of 750,000 shares
of the Common Stock in open market transactions for aggregate proceeds of approximately
$217,916. Immediately following the
completion of the sales on July 21, 2009, each of the Warburg Pincus Reporting
Persons may be deemed to beneficially own 3,445,621 shares of the Common Stock,
representing 9.94% of the outstanding Common Stock,
6
based on the 34,409,768 shares of Common Stock outstanding as of April
30, 2009 as reported by the Company in its Form 10-Q filed on May 8, 2009, and
241,546 shares of Common Stock issuable upon exercise of the Warrants.
(b) Each
of the Warburg Pincus Reporting Persons shares the power to vote or to direct
the vote and to dispose or to direct the disposition of the 3,445,621 shares of
Common Stock it may be deemed to beneficially own. The Warburg Pincus Reporting Persons are
making this single, joint filing within the meaning of Section 13(d)(3) of the
Exchange Act. The filing of this Amendment shall not be construed as an
admission of such beneficial ownership or that the Warburg Pincus Reporting
Persons constitute a person or group.
(c)
Schedule
I
hereto sets forth a list of all transactions with respect to the shares
of the Common Stock effected by any of the Warburg Pincus Reporting Persons
since July 14, 2009, inclusive of any transactions effected through 5:30 p.m.,
Eastern Standard Time, on July 21, 2009.
All such transactions were effected in the open market. A list of transactions that were effected
during the past sixty days and prior to July 14, 2009 is attached as
Schedule
I
to Amendment No. 3 to the Schedule 13D, which was filed with the
Securities and Exchange Commission on July 14, 2009.
(d) Not
applicable.
(e) Not
applicable.
7
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: July 21, 2009
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WARBURG, PINCUS EQUITY PARTNERS, L.P.
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By: Warburg Pincus Partners, LLC,
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its General Partner
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By: Warburg Pincus & Co., its Managing Member
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By:
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/s/ Scott A. Arenare
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Name: Scott
A. Arenare
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Title: Partner
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Dated: July 21, 2009
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WARBURG PINCUS & CO.
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By:
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/s/ Scott A. Arenare
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Name: Scott
A. Arenare
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Title: Partner
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Dated: July 21, 2009
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WARBURG PINCUS LLC
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By:
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/s/ Scott A. Arenare
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Name: Scott
A. Arenare
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Title: Managing
Director
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Dated: July 21, 2009
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WARBURG PINCUS PARTNERS, LLC
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By: Warburg Pincus & Co., its Managing Member
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By:
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/s/ Scott A. Arenare
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Name: Scott
A. Arenare
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Title:
Partner
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8
SCHEDULE I
Set
forth below is a list of all transactions with respect to the shares of the
common stock, par value $0.0001 per share, of Sunesis Pharmaceuticals, Inc.,
effected by any of the Warburg Pincus Reporting Persons (as defined in the
Amendment No. 4 to the Schedule 13D to which this Schedule I is attached)
since July 14, 2009, inclusive of any transactions effected through 5:30 p.m.,
Eastern Standard Time, on July 21, 2009. All such transactions were
effected in the open market.
Date
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Selling Entity
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Number of Shares
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Per Share Price ($)
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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25,200
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0.3150
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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50,975
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0.3200
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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2,900
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0.3202
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3204
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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10,225
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0.3205
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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300
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0.3216
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3241
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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400
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0.3247
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3257
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3270
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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25
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0.3280
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3295
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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14,275
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0.3300
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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1,700
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0.3301
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3303
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3304
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7/14/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3347
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7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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41,770
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0.3200
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7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3215
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7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3250
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7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3251
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|
7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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200
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0.3252
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|
7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3287
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|
7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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150
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0.3300
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7/15/09
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Warburg,
Pincus Equity Partners, L.P.
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100
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0.3326
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|
7/16/09
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Warburg,
Pincus Equity Partners, L.P.
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39,000
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0.3000
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
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100
|
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0.3003
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
200
|
|
0.3005
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2
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
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500
|
|
0.3010
|
|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
300
|
|
0.3011
|
|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
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100
|
|
0.3015
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
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300
|
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0.3016
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
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44,700
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0.3018
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
200
|
|
0.3019
|
|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
400
|
|
0.3020
|
|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
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2,400
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0.3022
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
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900
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0.3023
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|
7/16/09
|
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Warburg,
Pincus Equity Partners, L.P.
|
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43,800
|
|
0.3100
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|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
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300
|
|
0.3101
|
|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
200
|
|
0.3102
|
|
7/16/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
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100
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|
0.3150
|
|
7/16/09
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|
Warburg,
Pincus Equity Partners, L.P.
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1,000
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|
0.3200
|
|
7/17/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
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5,600
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|
0.3000
|
|
7/17/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
100
|
|
0.3099
|
|
3
7/17/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
1,925
|
|
0.3100
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|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
91,427
|
|
0.2800
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
800
|
|
0.2801
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
2,200
|
|
0.2802
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
300
|
|
0.2803
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
700
|
|
0.2804
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
200
|
|
0.2805
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
1,100
|
|
0.2806
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
800
|
|
0.2807
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
200
|
|
0.2808
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
400
|
|
0.2810
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
1,300
|
|
0.2811
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
100
|
|
0.2812
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
300
|
|
0.2815
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
100
|
|
0.2820
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
1,000
|
|
0.2822
|
|
4
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
200
|
|
0.2823
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
1,813
|
|
0.2825
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
1,400
|
|
0.2835
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
600
|
|
0.2851
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
60
|
|
0.2852
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
4,600
|
|
0.2900
|
|
7/20/09
|
|
Warburg,
Pincus Equity Partners, L.P.
|
|
600
|
|
0.2901
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
127,581
|
|
0.2700
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
700
|
|
0.2701
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
1,800
|
|
0.2702
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
3,200
|
|
0.2708
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
300
|
|
0.2716
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
1,000
|
|
0.2717
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
35,400
|
|
0.2720
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
2,000
|
|
0.2721
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
700
|
|
0.2722
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
200
|
|
0.2723
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
7,000
|
|
0.2730
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
9,000
|
|
0.2750
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
39,800
|
|
0.2798
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
5,000
|
|
0.2799
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
96,374
|
|
0.2800
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
100
|
|
0.2801
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
100
|
|
0.2802
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
2,100
|
|
0.2804
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
400
|
|
0.2805
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
800
|
|
0.2830
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
3,000
|
|
0.2848
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
4,500
|
|
0.2850
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
100
|
|
0.2900
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
1,100
|
|
0.2910
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
5,000
|
|
0.2930
|
|
7/21/09
|
|
Warburg, Pincus Equity Partners, L.P.
|
|
400
|
|
0.2931
|
|
5
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