1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
Caxton Corporation
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
5,345,826
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[_]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
|
|
|
5.3%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
CDK Trading, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
|
|
|
(b) [X]
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
5,345,826
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[_]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
|
|
|
5.3%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
Caxton Alternative Management LP
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
|
|
|
(b) [X]
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
5,345,826
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[_]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
|
|
|
5.3%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
|
|
Bruce S. Kovner
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,345,826
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
5,345,826
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[_]
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
|
|
|
5.3%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
|
|
Item 1.
|
(a).
|
Name of Issuer:
|
|
|
|
|
|
|
|
Sunesis
Pharmaceuticals, Inc.
|
|
|
(b).
|
Address of Issuer's Principal
Executive Offices:
|
|
|
|
|
|
|
|
395 Oyster Point Boulevard,
Suite 400
South San Francisco, California
94080
|
|
Item 2.
|
(a).
|
Name of Person Filing:
|
|
|
|
|
|
|
|
Caxton Corporation
CDK Trading, LLC
Caxton Alternative Management
LP
Bruce S. Kovner
|
|
|
(b).
|
Address of Principal Business
Office, or if None, Residence:
|
|
|
|
|
|
|
|
Caxton Corporation
731 Alexander Road, Bldg.
2, Suite 500
Princeton, New Jersey 08540
CDK Trading, LLC
c/o Caxton Corporation
731 Alexander Road, Bldg.
2, Suite 500
Princeton, New Jersey 08540
Caxton Alternative Management
LP
c/o Caxton Corporation
731 Alexander Road, Bldg.
2, Suite 500
Princeton, New Jersey 08540
Bruce S. Kovner
c/o Caxton Corporation
731 Alexander Road, Bldg.
2, Suite 500
Princeton, New Jersey 08540
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
|
|
Caxton Corporation –
Delaware corporation
CDK Trading, LLC –
Delaware limited liability company
Caxton Alternative Management
LP – Delaware limited partnership
Bruce S. Kovner – United
States citizen
|
|
|
(d).
|
Title of Class of Securities:
|
|
|
|
|
|
|
|
Common
Stock, $0.0001 par value per share
|
|
|
(e).
|
CUSIP Number:
|
|
|
|
|
|
|
|
867328700
|
|
Item 3.
|
|
If This Statement is filed
pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
|
(a)
|
[_]
|
Broker or dealer registered
under Section 15 of the Exchange Act (15 U.S.C. 78c).
|
|
(b)
|
[_]
|
Bank as defined in Section
3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
[_]
|
Insurance company as defined
in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
[_]
|
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
[_]
|
An investment adviser in accordance
with
§
240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
[_]
|
An employee benefit plan or
endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
[_]
|
A parent holding company or
control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_]
|
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
(i)
|
[_]
|
A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
[_]
|
Group, in accordance with
s.240.13d-1(b)(1)(ii)(J).
|
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
5,345,826 shares deemed beneficially
owned by Caxton Corporation
5,345,826 shares deemed beneficially
owned by CDK Trading, LLC
5,345,826 shares deemed beneficially
owned by Caxton Alternative Management LP
5,345,826 shares deemed beneficially
owned by Bruce S. Kovner
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
5.3% deemed beneficially
owned by Caxton Corporation
5.3% deemed beneficially
owned by CDK Trading, LLC
5.3% deemed beneficially
owned by Caxton Alternative Management LP
5.3% deemed beneficially
owned by Bruce S. Kovner
|
|
(c)
|
Number of shares as to which
Caxton Corporation has:
|
|
(i)
|
Sole power to vote or to direct
the vote
|
0
|
,
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote
|
5,345,826
|
,
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of
|
0
|
,
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the
disposition of
|
5,345,826
|
.
|
|
Number of shares as to which
CDK Trading, LLC has:
|
|
(i)
|
Sole power to vote or to direct
the vote
|
0
|
,
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote
|
5,345,826
|
,
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of
|
0
|
,
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the
disposition of
|
5,345,826
|
.
|
|
Number of shares as to which
Caxton Alternative Management LP has:
|
|
(i)
|
Sole power to vote or to direct
the vote
|
0
|
,
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote
|
5,345,826
|
,
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of
|
0
|
,
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the
disposition of
|
5,345,826
|
.
|
|
Number of shares as to which
Bruce S. Kovner has:
|
|
(i)
|
Sole power to vote or to direct
the vote
|
0
|
,
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote
|
5,345,826
|
,
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of
|
0
|
,
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the
disposition of
|
5,345,826
|
.
|
Item 5.
|
Ownership of Five Percent
or Less of a Class.
|
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [_].
|
|
|
|
|
Item 6.
|
Ownership of More Than Five
Percent on Behalf of Another Person.
|
|
If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than five percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
|
|
The shares of the Issuer reported herein are held in the account of CDK Trading LLC, an entity for which Caxton
Corporation is the Manager. Bruce S. Kovner is the Chairman and sole shareholder of Caxton Corporation.
|
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
If a parent holding company
has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
N/A
|
|
|
Item 8.
|
Identification
and Classification of Members of the Group.
|
|
If a group has filed this
schedule pursuant to
§
240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
|
|
N/A
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Notice of dissolution of
a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
|
|
N/A
|
|
|
|
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Caxton
Corporation*
|
|
|
|
|
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
CDK
Trading, llc*
|
|
|
|
|
By: Caxton Corporation, its
manager
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
CAXTON
ALTERNATIVE MANAGEMENT LP*
|
|
|
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
BRUCE
S. KOVNER*
|
|
|
|
|
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
Attorney-in-Fact for Bruce S. Kovner
|
|
|
|
|
July 19, 2019
|
* The Reporting Persons disclaim
beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The undersigned
agree that this Schedule 13G dated July 19, 2019 relating to the Common Stock, $0.0001 par value per share of Sunesis
Pharmaceuticals, Inc., shall be filed on behalf of the undersigned.
|
Caxton
Corporation
|
|
|
|
|
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
CDK
trading, llc
|
|
|
|
|
By: Caxton Corporation, its
manager
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
CAXTON
ALTERNATIVE MANAGEMENT LP*
|
|
|
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
BRUCE
S. KOVNER
|
|
|
|
|
|
|
By:
|
/s/ Heath
N. Weisberg
|
|
Name:
|
Heath N. Weisberg
|
|
Title:
|
Attorney-in-Fact for Bruce S. Kovner
|
|
|
|
|
July 19, 2019
|
Exhibit B
POWER OF ATTORNEY
Know all by
these presents, that the undersigned hereby constitutes and appoints Heath Weisberg, signing singly, with full power of substitution,
the undersigned’s true and lawful attorney-in-fact to:
(1) execute
for and on behalf of the undersigned any applications, reports, or documents required or deemed appropriate by the attorney-in-fact
to file pursuant to (i) the United States Securities Exchange Act of 1934, as amended, or any rule, or regulation thereunder,
including, without limitation, Schedules 13D, 13G, 13F, and 13H, and Forms 3, 4, and 5, (ii) the Securities Act of 1933, as amended,
or any rule or regulation thereunder, including, without limitation, Form 144, (iii) the U.S. Commodity Exchange Act, as amended
or any rule or regulation thereunder, or (iv) the statutes, rules or regulations of any other domestic or foreign governmental
or self-regulatory authority;
(2) do and perform
any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such applications,
reports, or documents;
(3) take any
other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interests 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 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-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 attorney-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 the applicable statutes, rules and regulations.
This Power of
Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact or otherwise terminated by my death or other event described in section 5-1511 of the New York General Obligations
Law.
SIGNATURE AND ACKNOWLEDGMENT:
In Witness Whereof
I have hereunto signed my name on the 9th day of May, 2013.
/s/ Bruce
Kovner
Bruce Kovner
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 9th day
of May 2013, before me, the undersigned, personally appeared Bruce Kovner, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf
of which the individual acted, executed the instrument.
/s/ Cynthia
Rosel Rivera
Notary Public
AGENT’S SIGNATURE AND ACKNOWLEDGMENT
OF APPOINTMENT:
I, Heath N.
Weisberg, have read the foregoing Power of Attorney. I am the person identified therein as agent and attorney-in-fact for the
principal named therein.
I acknowledge
my legal responsibilities.
/s/ Heath
N. Weisberg
Heath N. Weisberg
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 9th day
of May, 2013, before me, the undersigned, personally appeared Heath N. Weisberg, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Cynthia
Rosel Rivera
Notary Public