VIA EDGAR
June 4, 2014
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Sunesis Pharmaceuticals, Inc. |
Registration Statement on Form S-3
Filed May 7, 2014
File No. 333-195779
Ladies and Gentlemen:
The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Filing”) to become effective at 4:00 p.m., Eastern Time, on June 7, 2014, or as soon thereafter as is practicable.
In connection with this request, the undersigned registrant hereby acknowledges that:
| (i) | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing; |
| (ii) | the action of the Commission or its Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and |
| (iii) | the registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely,
/s/ Eric H. Bjerkholt
Eric H. Bjerkholt
Executive Vice President, Corporate Development and
Finance, Chief Financial Officer and Corporate Secretary
| cc: | Daniel N. Swisher, Jr., Sunesis Pharmaceuticals, Inc. |
Mehdi Khodadad, Cooley LLP