Initial Statement of Beneficial Ownership (3)
01 November 2017 - 7:21AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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MPM Oncology Impact Management GP LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/27/2017
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3. Issuer Name
and
Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [SNSS]
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(Last)
(First)
(Middle)
C/O MPM CAPITAL, 450 KENDALL STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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3250000
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (right to buy)
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10/27/2017
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10/27/2018
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Common Stock
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1625000
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(2)
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I
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See footnote
(1)
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Explanation of Responses:
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(1)
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MPM Oncology Impact Management GP LLC ("MPM GP") is the general partner of MPM Oncology Impact Management LP ("MPM Management"), which is the general partner of Oncology Impact Fund (Cayman) Management L.P. ("MPM Cayman"), which is the general partner of UBS Oncology Impact Fund L.P. ("UBS Oncology"). The reported securities are owned indirectly by MPM GP, MPM Management and MPM Cayman, and are owned directly by UBS Oncology. Ansbert Gadicke is the sole member of MPM GP. However, all voting and investment decisions are made by an investment committee comprised of three or more members, including Ansbert Gadicke. Each member of the investment committee expressly disclaims beneficial ownership of the reported securities.
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(2)
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UBS Oncology purchased 3,250,000 units from the Issuer in an underwritten public offering at a price of $2.00 per unit. Each unit consists of (i) 1 share of common stock, and (ii) 1 warrant to purchase 0.5 shares of common stock at an exercise price of $3.00 per whole share of common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MPM Oncology Impact Management GP LLC
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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MPM Oncology Impact Management LP
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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Oncology Impact Fund (Cayman) Management L.P.
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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UBS Oncology Impact Fund L.P.
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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Signatures
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/s/ Ansbert Gadicke, Managing Member - MPM GP
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10/31/2017
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**
Signature of Reporting Person
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Date
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/s/ Ansbert Gadicke, Managing Member - MPM Management
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10/31/2017
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**
Signature of Reporting Person
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Date
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/s/ Ansbert Gadicke, Managing Member - MPM Cayman
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10/31/2017
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**
Signature of Reporting Person
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Date
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/s/ Ansbert Gadicke, Managing Member - UBS Oncology
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10/31/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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