Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Massachusetts
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
3,596,840
1
shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
3,596,840
1
shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,596,840
1
shares
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10.
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Check if the Aggregate Amount
in Row (9) Excludes
¨
Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
10.4%
2
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12.
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Type of Reporting Person (See Instructions)
IA
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_________________________
1
The shares reported herein for the Reporting Person
represent (i) 3,096,840 shares of the Issuer’s Common Stock beneficially owned and (ii) 500,000 shares of the Issuer’s
Common Stock the reporting person has the right to acquire through the exercise of warrants dated October 25, 2017 (“Warrant
Shares”).
2
The
number
of shares outstanding for purposes of this percentage calculation assumes (i) 34,248,322 outstanding shares of Common Stock of
the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November
2, 2017, plus (ii) the 500,000 Warrant Shares the reporting persons may acquire upon the exercise of warrants.
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
3,596,840
1
shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
3,596,840
1
shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,596,840
1
shares
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10.
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Check if the Aggregate Amount
in Row (9) Excludes
¨
Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
10.4%
2
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12.
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Type of Reporting Person (See Instructions)
IN
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__________________________
1
The shares reported herein for the Reporting Person
represent (i) 3,096,840 shares of the Issuer’s Common Stock beneficially owned and (ii) 500,000 shares of the Issuer’s
Common Stock the reporting person has the right to acquire through the exercise of warrants dated October 25, 2017 (“Warrant
Shares”).
2
The
number
of shares outstanding for purposes of this percentage calculation assumes (i) 34,248,322 outstanding shares of Common Stock of
the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November
2, 2017, plus (ii) the 500,000 Warrant Shares the reporting persons may acquire upon the exercise of warrants.
Item 1.
(a)
Name
of Issuer:
Sunesis Pharmaceuticals, Inc. (the “Issuer”).
(b)
Address
of the Issuer’s Principal Executive Offices:
395 Oyster Point Boulevard, Suite 400, South San Francisco, California 94080
(a)
Name
of Person Filing:
This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Mr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”) and serves as investment adviser for a
separately managed account (the “Account”). Mr. Kolchinsky is the manager of Capital. As the investment adviser to
the Fund and the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act
of 1934 (the “Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager of Capital, Mr.
Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially
owned by Capital. Capital and Mr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement
(the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and neither
the filing of the Statement nor the filing of this Amendment shall be deemed an admission that either Capital or Mr. Kolchinsky
is or was the beneficial owner of such securities for any other purpose.
(b)
Address
of Principal Business Office:
The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Mr. Kolchinsky is a United States citizen.
(d)
Title
and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP
Number:
867328700
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(e) RA Capital Management LLC is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s).
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the
Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
By signing below I hereby 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.
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:
November
10
, 2017
RA CAPITAL MANAGEMENT, LLC
By: /s/ Rajeev Shah
-------------------------------------------------
Rajeev Shah
Authorized Signatory
PETER KOLCHINSKY
/s/ Peter Kolchinsky
-------------------------------------------------
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement,
dated as of November 10, 2017, is by and among RA Capital Management, LLC and Peter Kolchinsky (the foregoing are collectively
referred to herein as the “Filers”).
Each of the Filers
may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect
to Common Stock, par value $0.0001 per share of Sunesis Pharmaceuticals, Inc. beneficially owned by them from time to time.
Pursuant to and in
accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to
file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement
may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered
as of the date first above written.
RA CAPITAL MANAGEMENT, LLC
By: /s/ Rajeev Shah
-------------------------------------------------
Rajeev Shah
Authorized Signatory
PETER KOLCHINSKY
/s/ Peter Kolchinsky
-------------------------------------------------