Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Sunesis Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
867328 50 2
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| 1 | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 867328 50 2 |
13G | Page 2 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield IX, L.P., a Delaware limited partnership |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 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
1,233,844 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,233,844 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,233,844 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7% |
|||
| 12. | Type of Reporting Person
PN |
| CUSIP No. 867328 50 2 |
13G | Page 3 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield IX Management, L.L.C., a Delaware limited liability company |
|||
| 2. | Check the Appropriate Box if a Member of a Group (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
1,233,844 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,233,844 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,233,844 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7% |
|||
| 12. | Type of Reporting Person
OO |
| CUSIP No. 867328 50 2 |
13G | Page 4 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield Associates Fund III, L.P., a California limited partnership |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
California |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
64,940 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
64,940 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
64,940 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% |
|||
| 12. | Type of Reporting Person
PN |
| CUSIP No. 867328 50 2 |
13G | Page 5 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield VIII Management, L.L.C., a Delaware limited liability company |
|||
| 2. | Check the Appropriate Box if a Member of a Group (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
64,940 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
64,940 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
64,940 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% |
|||
| 12. | Type of Reporting Person
OO |
| CUSIP No. 867328 50 2 |
13G | Page 6 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Yogen K. Dalal |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
1,298,784 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,298,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,784 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
6.1% |
|||
| 12. | Type of Reporting Person
IN |
| CUSIP No. 867328 50 2 |
13G | Page 7 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
F. Gibson Myers, Jr. |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
1,298,784 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,298,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,784 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
6.1% |
|||
| 12. | Type of Reporting Person
IN |
< p style="margin-top:0px;margin-bottom:0px">
| CUSIP No. 867328 50 2 |
13G | Page 8 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Kevin A. Fong |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
1,298,784 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,298,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,784 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
6.1% |
|||
| 12. | Type of Reporting Person
IN |
| CUSIP No. 867328 50 2 |
13G | Page 9 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
William D. Unger |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
1,298,784 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,298,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,784 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
6.1% |
|||
| 12. | Type of Reporting Person
IN |
| CUSIP No. 867328 50 2 |
13G | Page 10 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Wendell G. Van Auken, III |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
1,298,784 | ||
| 7. &# xA0;Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,298,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,784 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
6.1% |
|||
| 12. | Type of Reporting Person
IN |
| CUSIP No. 867328 50 2 |
13G | Page 11 of 37 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
A. Grant Heidrich, III |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With
|
5. Sole Voting Power
-0- | |
| 6. Shared Voting Power
1,298,784 | ||
| 7. Sole Dispositive Power
-0- | ||
| 8. Shared Dispositive Power
1,298,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,784 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
6.1% |
|||
| 12. | Type of Reporting Person
IN |
| Item 1. |
| (a) | Name of Issuer: |
Sunesis Pharmaceuticals, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
341 Oyster Point Boulevard
South San Francisco, CA 94080
| Item 2. |
| (a) | Name of Persons Filing: |
Mayfield IX, L.P.
Mayfield IX Management, L.L.C.
Mayfield Associates Fund III, L.P.
Mayfield VIII Management, L.L.C.
Yogen K. Dalal
F. Gibson Myers, Jr.
Kevin A. Fong
William D. Unger
Wendell G. Van Auken, III
A. Grant Heidrich, III
| (b) | Address of Principal Business Office: |
c/o Mayfield Fund
2800 Sand Hill Road, Suite 250
Menlo Park, CA 94025
| (c) | Citizenship: |
Mayfield IX, L.P. is a Delaware limited partnership.
Mayfield Associates Fund III, L.P. is a California limited partnership.
Mayfield IX Management, L.L.C. and Mayfield VIII Management, L.L.C. are Delaware limited liability companies.
The individuals listed in Item 2(a) are U.S. citizens.
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: |
867328 50 2
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| Item 4. | Ownership. |
The information regarding ownership as set forth in Items 5-9 of Pages 2-11 hereto, is hereby incorporated by reference.
For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto.
| 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. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURES
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.
Date: February 10, 2006
| MAYFIELD IX, L.P. | ||
| A Delaware Limited Partnership | ||
| By: | Mayfield IX Management, L.L.C. | |
| Its General Partner | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| MAYFIELD IX MANAGEMENT, L.L.C. a Delaware Limited Liability Company | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| MAYFIELD ASSOCIATES FUND III, L.P. | ||
| A Delaware Limited Partnership | ||
| By: | Mayfield VIII Management, L.L.C. | |
| Its General Partner | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| MAYFIELD VIII Management, L.L.C. | ||
| A Delaware Limited Partnership | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| YOGEN K. DALAL | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| F. GIBSON MYERS, JR. | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| KEVIN A. FONG | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| WILLIAM D. UNGER | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| WENDELL G. VAN AUKEN, III | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| A. GRANT HEIDRICH, III | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
EXHIBIT INDEX
| Exhibit 1 - | JOINT FILING AGREEMENT | |
| Exhibit 2 - | POWERS OF ATTORNEY | |
| Exhibit 3 - | OWNERSHIP SUMMARY | |