SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Sunesis Pharmaceuticals, Inc. |
(Name of Issuer)
| Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
| 867328502 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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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| CUSIP No. 867328502 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biogen Idec Inc. 33-0112644 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
Not applicable. | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
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| CUSIP No. 867328502 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biogen Idec MA Inc. 04-3002117 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
Not applicable. | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
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Schedule 13G
| Item 1(a). | Name of Issuer: |
| Sunesis Pharmaceuticals, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 395 Oyster Point Boulevard, Suite 400 |
| South San Francisco, California 94080 |
| Item 2(a). | Name of Person Filing: |
| (i) Biogen Idec Inc. |
| (ii) Biogen Idec MA Inc. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| (i) 133 Boston Post Road, Weston, Massachusetts 02493 |
| (ii) 14 Cambridge Center, Cambridge, Massachusetts 02142 |
| Item 2(c). | Citizenship: |
| (i) Delaware |
| (ii) Massachusetts |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, par value $0.0001 per share |
| Item 2(e). | CUSIP Number: |
| 867328502 |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| Not applicable. |
| (a) | ¨ Broker or dealer registered under Section 15 of the Act; |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act; |
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; |
| (j) | ¨ A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J); |
| (k) | ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: 0 |
| (b) | Percent of Class: 0% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or direct the disposition of: 0 |
| (iv) | Shared power to dispose or direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable |
| Item 10. | Certification. |
| Not applicable |
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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.
| Dated: February 10, 2012 | BIOGEN IDEC INC. | |||||||
| By: | /s/ Paul J. Clancy | |||||||
| Name: | Paul J. Clancy | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
| BIOGEN IDEC MA INC. | ||||||||
| By: | /s/ Paul J. Clancy | |||||||
| Name: | Paul J. Clancy | |||||||
| Title: | President | |||||||
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