Statement of Changes in Beneficial Ownership (4)

FORM 4

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

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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

1. Name and Address of Reporting Person * Quinn William P.	2. Issuer Name and Ticker or Trading Symbol SUNESIS PHARMACEUTICALS INC [ SNSS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) See Remarks
(Last)          (First)          (Middle) SUNESIS PHARMACEUTICALS, INC., 395 OYSTER POINT BOULEVARD, STE. 400	3. Date of Earliest Transaction (MM/DD/YYYY) 3/31/2020
(Street) SOUTH SAN FRANCISCO, CA 94080 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/31/2019		P		6000 (1)	A	$0.6461	121697	D
Common Stock	11/29/2019		P		6000 (1)	A	$0.3655	127697	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Option (Right to Buy)	$0.4149	3/31/2020		A		360000		(2)	3/31/2030	Common Stock	360000	$0.00	360000	D

Explanation of Responses:
(1)	Shares acquired under the Issuer's stock purchase plan.
(2)	One fourth (1/4th) of the shares shall vest one (1) year from the Vesting Commencement Date of March 31, 2020. Thereafter, one forty-eighth (1/48th) of shares granted shall vest monthly over the next thirty-six (36) months.

Remarks: CFO, Sr. V.P. Finance, Corp. Dev.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Quinn William P. SUNESIS PHARMACEUTICALS, INC. 395 OYSTER POINT BOULEVARD, STE. 400 SOUTH SAN FRANCISCO, CA 94080			See Remarks

Signatures
/s/ William P. Quinn		4/2/2020
**Signature of Reporting Person		Date