Amended Statement of Ownership (sc 13g/a)

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

Atlas Master Fund, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SUNESIS PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

867328700

(CUSIP Number)

December 31, 2018

(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)

☐ Rule 13d-1(d)

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).


CUSIP No. 867328700				Page 2 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 3 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 4 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 5 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 6 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 7 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 8 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 9 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 10 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 11 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 867328700				Page 12 of 24 Pages

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1 (a) Name

of Issuer :

Sunesis Pharmaceuticals, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices :

395 Oyster Point Boulevard, Suite 400

South San Francisco, CA 94080

United States

Item 2 (a) – (c) This statement is filed on behalf of the following:

(1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 444 West Lake Street, 50 ^th Floor, Chicago, IL 60606. AG owns 5.76% of the equity interests in AMF.

(3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 46.91% of the equity interests in AMF.

(4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 444 West Lake Street, 50 ^th Floor, Chicago, IL 60606. AIF LLC owns 7.32% of the equity interests in AMF.

(5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF LTD owns 23.81% of the equity interests in AMF.

(6) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3 ^rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 16.17% of the equity interests in AMF.

(7) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

Page 13 of 24 Pages

(8) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 444 West Lake Street, 50 ^th Floor, Chicago, IL 60606. AEF LP owns 35.55% of the equity interests in AEMF.

(9) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 64.44% of the equity interests in AEMF.

(10) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 444 West Lake Street, 50 ^th Floor, Chicago, IL 60606. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AGJ, AEMF, AEF LP and AEF LTD.

(11) Dmitry Balyasny, a United States citizen whose business address is 444 West Lake Street, 50 ^th Floor, Chicago, IL 60606. Dmitry Balyasny is the sole managing member of the general partner of BAM.

(d)

Title of Class of Securities :

Common Stock

(e)

CUSIP Number : 867328700

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:

AMF

(a)

Amount Beneficially Owned :

317,647

(b)

Percent of Class :

0.85%

Page 14 of 24 Pages

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

317,647

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

317,647

(iv)

Shared power to dispose or to direct disposition of:

None

(a)

Amount Beneficially Owned :

By virtue of its ownership of 5.76% of the equity interest in AMF, AG may be deemed to beneficially own the 317,647 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class :

0.85%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

317,647

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

317,647

(iv)

Shared power to dispose or to direct disposition of:

None

Page 15 of 24 Pages

AGI

(a)

Amount Beneficially Owned :

By virtue of its ownership of 46.91% of the equity interest in AMF, AGI may be deemed to beneficially own the 317,647 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class :

0.85%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

317,647

(ii)

Shared power to vote or to direct vote:

None

(ii)

Sole power to dispose or direct disposition of:

317,647

(iv)

Shared power to dispose or to direct disposition of:

None

AIF LLC

(a)

Amount Beneficially Owned :

By virtue of its ownership of 7.32% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 317,647 Shares of the Company’s Common Stock beneficially owned by AMF.

Page 16 of 24 Pages

(b)

Percent of Class :

0.85%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

317,647

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

317,647

(iv)

Shared power to dispose or to direct disposition of:

None

AIF LTD

(a)

Amount Beneficially Owned :

By virtue of its ownership of 23.81% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 317,647 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class :

0.85%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

317,647

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

317,647

Page 17 of 24 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

AGJ

(a)

Amount Beneficially Owned :

By virtue of its ownership of 16.17% of the equity interest in AMF, AGJ may be deemed to beneficially own the 317,647 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class :

0.85%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

317,647

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

317,647

(iv)

Shared power to dispose or to direct disposition of:

None

AEMF

(a)

Amount Beneficially Owned :

1,882,353

Page 18 of 24 Pages

(b)

Percent of Class :

5.03%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

1,882,353

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,882,353

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LP

(a)

Amount Beneficially Owned :

By virtue of its ownership of 35.55% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,882,353 Shares of the Company’s Common Stock beneficially owned by AEMF.

(b)

Percent of Class :

5.03%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

1,882,353

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,882,353

Page 19 of 24 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LTD

(a)

Amount Beneficially Owned :

By virtue of its ownership of 64.44% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 1,882,353 Shares of the Company’s Common Stock beneficially owned by AEMF.

(b)

Percent of Class :

5.03%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

1,882,353

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,882,353

(iv)

Shared power to dispose or to direct disposition of:

None

BAM

(a)

Amount Beneficially Owned :

By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AGJ, AEMF, AEF LP and AEF LTD, BAM may be deemed to beneficially own the 2,200,000 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AGJ, AEMF, AEF LP and AEF LTD.

Page 20 of 24 Pages

(b)

Percent of Class :

5.88%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

2,200,000

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

2,200,000

(iv)

Shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

(a)

Amount Beneficially Owned :

By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 2,200,000 Shares of the Company’s Common Stock beneficially owned by BAM.

(b)

Percent of Class :

5.88%

(c)

Number of Shares as to which person has :

(i)

Sole power to vote or to direct vote:

2,200,000

(ii)

Shared power to vote or to direct vote:

None

Page 21 of 24 Pages

(iii)

Sole power to dispose or direct disposition of:

2,200,000

(iv)

Shared power to dispose or to direct disposition of:

None

Item 5 Ownership of Five Percent or Less of a Class :

Applicable

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 :

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 :

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 22 of 24 Pages

SIGNATURE

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 14, 2019


ATLAS MASTER FUND, LTD.		ATLAS GLOBAL, LLC

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL INVESTMENTS, LTD.		ATLAS INSTITUTIONAL FUND, LLC

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS INSTITUTIONAL FUND, LTD.		ATLAS GLOBAL JAPAN UNIT TRUST

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Representative

ATLAS ENHANCED MASTER FUND, LTD.		ATLAS ENHANCED FUND, L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS ENHANCED FUND, LTD.		BALYASNY ASSET MANAGEMENT L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory