Steve Elms Form 3 SUNESIS PHARMACEUTICALS / ANDREW N SCHIFF ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Aisling Capital IV, LP

(Last) (First) (Middle)

C/O AISLING CAPITAL LLC

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK 10106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2019

3. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,600,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Aisling Capital IV, LP

(Last) (First) (Middle)

C/O AISLING CAPITAL LLC

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aisling Capital Partners IV LLC

(Last) (First) (Middle)

C/O AISLING CAPITAL LLC

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aisling Capital Partners IV, LP

(Last) (First) (Middle)

C/O AISLING CAPITAL LLC

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHIFF ANDREW N

(Last) (First) (Middle)

C/O AISLING CAPITAL LLC

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELMS STEVE

(Last) (First) (Middle)

C/O AISLING CAPITAL LLC

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

Explanation of Responses:

1. Shares held by Aisling Capital IV, LP ("Aisling"). Aisling Capital Partners IV, LP ("Aisling GP"), is the general partner of Aisling. Aisling Capital Partners IV LLC ("Aisling Partners"), is the general partner of Aisling GP. The individual managing members ("the Aisling Managers"), of Aisling Partners are Andrew Schiff, M.D. and Steve Elms. By virtue of these relationships, Aisling GP, Aisling Partners and the Aisling Managers may be deemed to have voting and investment power over the shares held by Aisling. Each of the reporting persons, other than Aisling, disclaims beneficial ownership of the shares held by Aisling, except to the extent of any pecuniary interest therein, if any.

Remarks:

	/s/ Aisling Capital IV, LP by Andrew N. Schiff	01/24/2019
	/s/ Aisling Capital Partners IV LLC by Andrew N. Schiff	01/24/2019
	/s/ Aisling Capital Partners IV, LP by Andrew N. Schiff	01/24/2019
	/s/ Andrew N. Schiff	01/24/2019
	/s/ Steve Elms	01/24/2019
	** 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 5 (b)(v).
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