Bay City Capital Fund V, L.P. 3
3 · SUNESIS PHARMACEUTICALS INC · Filed Apr 7, 2009
Insider Transaction Report
Form 3
BAY CITY CAPITAL LLC
10% Owner
Holdings
Common Stock Warrant
Exercise: $0.22From: 2009-04-03Exp: 2016-04-03→ Common Stock (6,538,730 underlying)Series A Preferred Stock
Exercise: $0.22→ Common Stock (124,600 underlying)Common Stock Warrant
Exercise: $0.22From: 2009-04-03Exp: 2016-04-03→ Common Stock (124,600 underlying)- 9,091
Common Stock
Series A Preferred Stock
Exercise: $0.22→ Common Stock (6,538,730 underlying)
Footnotes (7)
- [F1]Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V.
- [F2]BCC is the sole owner of these shares.
- [F3]Each share of Series A Preferred Stock, which had an issue price of $2.20 per share, is initially convertible into 10 shares of common stock, subject to adjustment for any stock dividends, combinations, stock splits, recapitalizations and the like.
- [F4]The Series A Preferred Stock is convertible at the election of the holder at any time after the earlier of (i) one day following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation) or (ii) January 24, 2011. All outstanding shares of Series A Preferred Stock would be automatically converted into shares of common stock upon the earlier to occur of: (i) the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock; (ii) the date, following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), on which the closing bid price for the common stock has been equal to or at least $0.66 per share for a period of thirty trading days with an average trading volume during such period of at least 200,000 shares; or (iii) the common equity closing (as defined in the applicable Certificate of Designation).
- [F5]Not applicable.
- [F6]Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
- [F7]Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.