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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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 *

Chevallard Daniel R.
2. Issuer Name and Ticker or Trading Symbol

Viracta Therapeutics, Inc. [ VIRX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO and COO
(Last)          (First)          (Middle)

C/O VIRACTA THERAPEUTICS, INC., 2533 S COAST HWY 101, SUITE 210
3. Date of Earliest Transaction (MM/DD/YYYY)

2/25/2023
(Street)

CARDIFF, CA 92007
(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 2/25/2023  M  6889 A$0.00 (1)92622 D  
Common Stock 2/27/2023  S(2)  3599 D$1.6812 (3)89023 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)2/25/2023  M     6889   (4) (4)Common Stock 6889 $0.00 61999 D  

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Viracta Therapeutics, Inc. Common Stock.
(2) The sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is mandated by the reporting person's award agreement to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction.
(3) Represents the weighted average share price of an aggregate total of 3,599 shares sold in the price range of $1.68 to $1.72 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4) One-eighth (1/8th ) of the RSU Award will vest on November 25, 2021 (the "First Vesting Date"), and one-sixteenth (1/16th ) of the RSU Award will vest each Quarterly Vesting Date (as defined below) after the First Vesting Date, in each case subject to the reporting person continuing to be a Service Provider (as defined in the Viracta Subsidiary, Inc. 2016 Equity Incentive Plan, the "Plan") through the applicable vesting date. For the purposes of the foregoing, "Quarterly Vesting Date" means February 25, May 25, August 25,and November 25 of each year.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chevallard Daniel R.
C/O VIRACTA THERAPEUTICS, INC.
2533 S COAST HWY 101, SUITE 210
CARDIFF, CA 92007


CFO and COO

Signatures
/s/ Daniel Chevallard2/28/2023
**Signature of Reporting PersonDate


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 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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