SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BIOGEN IDEC INC (Last) (First) (Middle) 14 CAMBRIDGE CENTER (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2005	3. Issuer Name and Ticker or Trading Symbol SUNESIS PHARMACEUTICALS INC [ SNSS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C-1 Preferred Stock	(1)	(1)	Common Stock	1,250,000	0	I(2)	By Biogen Idec MA Inc.
Series C-2 Preferred Stock	(1)	(1)	Common Stock	2,916,667	0	I(2)	By Biogen Idec MA Inc.

1. Name and Address of Reporting Person* BIOGEN IDEC INC (Last) (First) (Middle) 14 CAMBRIDGE CENTER (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* BIOGEN IDEC MA INC (Last) (First) (Middle) 14 CAMBRIDGE CENTER (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

Explanation of Responses:

1. The Issuer's Series C-1 and Series C-2 Preferred Stock had no conversion price, exercise date or expiration date. Upon the effectiveness of the Issuer's initial public offering (the "IPO"), each share of Series C-1 and Series C-2 Preferred Stock was converted into Common Stock at a conversion price determined as of the effective date of the IPO.

2. The Issuer's Series C-1 and Series C-2 Preferred Stock was owned directly by Biogen Idec MA Inc., a wholly owned subsidiary of Biogen Idec Inc.

Remarks:

	/s/ Michael F. Phelps, Vice President, Treasurer, Biogen Idec Inc.	02/14/2006
	/s/ Michael F. Phelps, Vice President, Treasurer, Biogen Idec MA Inc.	02/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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