Statement of Changes in Beneficial Ownership (4)
July 12 2017 - 5:33PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Swisher Daniel N JR
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2. Issuer Name
and
Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC
[
SNSS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O SUNESIS PHARMACEUTICALS, INC., 395 OYSTER POINT BLVD., STE. 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/10/2017
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$93.24
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7/10/2017
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D
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4306
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(1)
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9/13/2017
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Common Stock
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4306
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$17.64
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7/10/2017
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D
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18333
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(1)
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8/31/2019
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Common Stock
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18333
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$12.54
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7/10/2017
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D
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118435
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(1)
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6/30/2021
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Common Stock
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118435
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$10.44
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7/10/2017
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D
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70834
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(1)
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2/28/2022
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Common Stock
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70834
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$31.32
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7/10/2017
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D
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50000
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(1)
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2/28/2023
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Common Stock
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50000
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$39.30
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7/10/2017
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D
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50001
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(1)
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2/28/2024
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Common Stock
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50001
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$10.20
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7/10/2017
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D
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50000
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(1)
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10/31/2024
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Common Stock
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50000
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$2.62
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7/10/2017
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A
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17582
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(3)
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7/10/2027
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Common Stock
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17582
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(2)
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17582
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D
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Employee Stock Option(right to buy)
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$2.62
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7/10/2017
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A
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240177
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(4)
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7/10/2027
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Common Stock
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240177
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(2)
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240177
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D
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Explanation of Responses:
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(1)
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The option grant provided for vesting in monthly installments over four (4) years measured from the option grant date, provided that at each such vesting date, the reporting person shall then be providing service (as defined in the Option Plan) to the Company.
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(2)
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On July 10, 2017, the issuer canceled, pursuant to the issuer's option exchange program, the following options: (1) an option granted on 9/13/07 for 4,306 shares; an option granted on 8/31/09 for 18,333 shares; an option granted on 6/30/11 for 118,435 shares; an option granted on 2/29/12 for 70,834; an option granted on 2/28/13 for 50,000 shares; an option granted on 2/28/14 for 50,001 shares and option granted on 10/31/14 for 50,000 shares. In exchange, the reporting person received two replacement options, one for an aggregate of 17,582 shares, and another replacement option for an aggregate of 240,177 shares, each having an exercise price of $2.62 a share.
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(3)
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The option vests in monthly installments over three (3) years measured from the option grant date, provided that at each such vesting date, the reporting person shall then be providing service (as defined in the Option Plan) to the Company.
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(4)
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The option vests in monthly installments over two (2) years measured from the option grant date, provided that at each such vesting date, the reporting person shall then be providing service (as defined in the Option Plan) to the Company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Swisher Daniel N JR
C/O SUNESIS PHARMACEUTICALS, INC.
395 OYSTER POINT BLVD., STE. 400
SOUTH SAN FRANCISCO, CA 94080
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X
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President and CEO
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Signatures
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/s/ Daniel N. Swisher, Jr.
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7/12/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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