Sun Bancorp (SNBC) Form 4 SUN BANCORP / MICHELE B ESTEP ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ESTEP MICHELE B

(Last) (First) (Middle)

C/O SUN BANCORP, INC.

350 FELLOWSHIP ROAD, SUITE 101

(Street)

MOUNT LAUREL NJ 08054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUN BANCORP INC /NJ/ [ SNBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
EVP/Chief Administrative Offic / of Sun National Bank

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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								23,941(1)(2)	D
Common Stock	11/15/2015		F		1,056(7)	D	$21.29	22,398(1)(2)	D
Common Stok								2,386.47	I	401 (k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$59.7							03/31/2009(3)	03/31/2018	Common Stock	1,103		1,103	D
Incentive Stock Option (right to buy)	$17.7							12/17/2010(3)	12/17/2019	Common Stock	4,411		4,411	D
Incentive Stock Option (right to buy)	$17.7							12/17/2010(3)	12/17/2019	Common Stock	1,590		1,590	D
Incentive Stock Option (right to buy)	$21.6							03/01/2012(4)	03/01/2021	Common Stock	4,000		4,000	D
Incentive Stock Option (right to buy)	$14.25							03/01/2013(5)	03/01/2022	Common Stock	1,907		1,907	D
Non-Qualified Stock Option (right to buy)	$19.31							03/26/2017(6)	03/26/2025	Common Stock	8,077		8,077	D

Explanation of Responses:

1. Total includes 15,595 shares of restricted stock granted on 11/15/2012 which vests 3,466 on 11/15/15, 5,198 on 11/15/16, 6,931 on 11/15/17.

2. Total includes 1,668 shares of restricted stock granted on 3/3/14, which vests 417 shares on 3/3/16, 417 shares on 3/3/17, 417 shares on 3/3/18, 417 shares on 3/3/19.

3. Options fully vested and exercisable.

4. 20% is first earned and exercisable on March 1, 2012 and 20% annually thereafter.

5. 20% is first earned and exercisable on March 1, 2013 and 20% annually thereafter.

6. 25% is first earned and exercisable on March 26, 2017 and 25% annually thereafter.

7. Shares withheld for tax withholding upon vesting of stock award issued 11/15/12.

Remarks:

	Michele B. Estep	11/17/2015
	** 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 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.
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