Viracta Therapeutics (VIRX) Form 4 Viracta Therapeutics / IVOR ROYSTON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROYSTON IVOR

(Last) (First) (Middle)

C/O VIRACTA THERAPEUTICS, INC.

2533 S COAST HWY 101, SUITE 210

(Street)

CARDIFF CA 92007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Viracta Therapeutics, Inc. [ VIRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/25/2022		M		25,219	A	$0.00(1)	614,092	D
Common Stock	05/26/2022		S(2)		13,162	D	$1.9011(3)	600,930	D
Common Stock								18,599	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/25/2022		M			25,219	(4)	(4)	Common Stock	25,219	$0.00	302,628	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Viracta Therapeutics, Inc. Common Stock.

2. The sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is mandated by the reporting person's award agreement to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction.

3. Represents the weighted average share price of an aggregate total of 13,162 shares sold in the price range of $1.90 to $1.95 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. One-eighth (1/8th ) of the RSU Award will vest on November 25, 2021 (the "First Vesting Date"), and one-sixteenth (1/16th ) of the RSU Award will vest each Quarterly Vesting Date (as defined below) after the First Vesting Date, in each case subject to the reporting person continuing to be a Service Provider (as defined in the Viracta Subsidiary, Inc. 2016 Equity Incentive Plan, the "Plan") through the applicable vesting date. For the purposes of the foregoing, "Quarterly Vesting Date" means February 25, May 25, August 25,and November 25 of each year.

Remarks:

	/s/ Daniel Chevallard, as Attorney-in-Fact	05/27/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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