Sec Form 13D Filing - WARBURG PINCUS EQUITY PARTNERS LP filing for VIRACTA THERAPEUTICS INC (VIRX) - 2009-11-09

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 person’s 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).

**  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).

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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).

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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).

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**  Includes 241,546 shares of Common Stock iss uable 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).

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Introduction.

This Amendment No. 6 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 further amended by Amendment No. 4 thereto filed with the Securities and Exchange Commission on July 21, 2009, as further amendment by Amendment No. 5 thereto filed with the Securities and Exchange Commission on November 3, 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.                    Interest in Securities of the Issuer.

Item 5 of the Current Schedule 13D is hereby amended and replaced in its entirety as set forth below.

(a)           From November 4, 2009 through November 6, 2009, WPEP sold an aggregate of 1,387,753 shares of the Common Stock in open market transactions for

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aggregate proceeds of approximately $599,180 (without giving effect to sales commissions).  Immediately following the completion of the sales on November 6, 2009, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own 1,671,885 shares of the Common Stock, representing 4.82% of the outstanding Common Stock, based on (i) 34,419,176 shares of Common Stock outstanding as of June 30, 2009 as reported by the Company in its Form 10-Q filed on July 28, 2009 and (ii) 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 1,671,885 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)  All transactions with respect to the shares of the Common Stock effected by any of the Warburg Pincus Reporting Persons that were effected since November 2, 2009, inclusive of any transactions effected through 5:30 p.m., Eastern Standard Time, on November 6, 2009, are set forth below.  All such transactions were effected in the open market.  A list of transactions that were effected during the past sixty days through November 2, 2009 is included in Amendment No. 5 to the Schedule 13D, which was filed with the Securities and Exchange Commission on November 3, 2009.

On November 4, 2009, WPEP sold an aggregate of 12,500 shares of Common Stock at a weighted average price of $0.3749 per share.  The shares were sold in multiple transactions at prices ranging from $0.37 to $0.38, inclusive.

On November 5, 2009, WPEP sold an aggregate of 1,143,693 shares of Common Stock at a weighted average price of $0.4425 per share.  The shares were sold in multiple transactions at prices ranging from $0.36 to $0.5279, inclusive.

On November 6, 2009, WPEP sold an aggregate of 231,560 shares of Common Stock at a weighted average price of $0.3818 per share.  The shares were sold in multiple transactions at prices ranging from $0.379 to $0.3943, inclusive.

The Warburg Pincus Reporting Persons hereby undertake to provide upon request to the Staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price.

(d)           Not applicable.

(e)           On November 6, 2009, the Warburg Pincus Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock.

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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.

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