Sun Bancorp (SNBC) SC 13G/A Beneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Sun Bancorp (SNBC)

 (Name of Issuer)

Common Stock

(Title of Class of Securities)

86663B2016

(CUSIP Number)

12/31/2015

(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)
☐	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). 

CUSIP No .  86663B2016 Page2 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			FJ Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,024,701 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	166,015 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,024,701 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.48%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 126,034 shares of common stock held by Financial Opportunity Fund LLC and 1,643 shares of common stock held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member; 575,400 shares of common stock and 283,286 shares of restricted stock held by Bridge Equities III LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 38,338 shares of common stock held by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.

(2) Consists of 126,034 shares of common stock held by Financial Opportunity Fund LLC, and 1,643 shares held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 38,338 shares owned by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			Financial Opportunity Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	126,034 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	126,034 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			126,034 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.67%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 126,034 shares of common stock.

CUSIP No .  86663B2016 Page4 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			Financial Opportunity Long/Short Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,643 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	1,643 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,643 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.01%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 1,643 shares of common stock.

CUSIP No .  86663B2016 Page5 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			Martin Friedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			United States
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,024,701 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	166,015 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,024,701 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.48%
12	TYPE OF REPORTING PERSON			IN

(1) Consists of 126,034 shares of common stock held by Financial Opportunity Fund LLC and 1,643 shares of common stock held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member; 575,400shares of common stock and 283,286 shares of restricted stock held by Bridge Equities III LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 38,338 shares of common stock held by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.

(2) Consists of 126,034 shares of common stock held by Financial Opportunity Fund LLC, and 1,643 shares held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 38,338 shares owned by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.

CUSIP No .  86663B2016 Page6 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			Bridge Equities III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	858,686 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	858,686 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			858,686  (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			4.59%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 575,400 shares of common stock and 283,286 shares of restricted stock.

CUSIP No .  86663B2016 Page7 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			SunBridge Manager LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	858,686 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	858,686 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			858,686 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			4.59%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 575,400 shares of common stock and 283,286 shares of restricted stock, held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member.

CUSIP No .  86663B2016 Page8 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			SunBridge Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	858,686 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	858,686 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			858,686 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			4.59%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 575,400 shares of common stock and 283,286 shares of restricted stock, held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC.

CUSIP No .  86663B2016 Page9 of17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)			Realty Investment Company Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Maryland
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	858,686 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	858,686 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			858,686 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			4.59%
12	TYPE OF REPORTING PERSON			CO

(1) Consists of 575,400 shares of common stock and 283,286 shares of restricted stock, held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC.

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Item 1(a).	Name of Issuer:
	Sun Bancorp (SNBC)
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	226 Landis Avenue Vineland, NJ 08360
Item 2(a).	Name of Person Filing:
	FJ Capital Management, LLC
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	FJ Capital Management, LLC 1313 Dolley Madison Blvd, Ste 306 McLean, VA 22101 Financial Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306
	McLean, VA 22101 Financial Opportunity Long/Short Fund LLC 1313 Dolley Madison Blvd., STE 306 McLean, VA 22101 Martin S. Friedman 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Bridge Equities III LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 SunBridge Manager LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 SunBridge Holdings LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 Realty Investment Company Inc 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

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Item 2(c).		Citizenship:
		Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, Bridge Equities III LLC, FJ Capital Management LLC, SunBridge Manager LLC, SunBridge Holdings LLC – Delaware limited liability companies
		Martin S. Friedman – United States citizen
		Realty Investment Company Inc – Maryland corporation
Item 2(d).		Title of Class of Securities:
		Common Stock
Item 2(e).		CUSIP Number:
		86663B2016
Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.
	Ownership information is provided as of:

CUSIP No .  86663B2016 Page12 of17

(a)	Amount beneficially owned:
	FJ Capital Management LLC – 1,024,701 shares Financial Opportunity Fund LLC – 126,034 shares Financial Opportunity Long/Short Fund LLC – 1,643 Bridge Equities III LLC – 858,686 shares Martin S. Friedman – 1,024,701 shares SunBridge Manager LLC – 858,686 shares SunBridge Holdings LLC - 858,686 shares Realty Investment Company Inc –858,686 shares
(b)	Percent of class:
	FJ Capital Management LLC – 5.48%
	Financial Opportunity Fund LLC – 0.67% Financial Opportunity Long/Short Fund LLC – 0.01% Martin S. Friedman – 5.48% Bridge Equities III LLC - 4.59% SunBridge Manager LLC – 4.59% SunBridge Holdings LLC – 4.59% Realty Investment Company Inc - 4.59%
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote
		All Reporting Persons – 0
	(ii)	Shared power to vote or to direct the vote
		FJ Capital Management LLC – 1,024,701 shares Financial Opportunity Fund LLC – 126,034 shares Financial Opportunity Long/Short Fund LLC – 1,643 Bridge Equities III LLC – 858,686 shares Martin S. Friedman – 1,024,701 shares SunBridge Manager LLC – 858,686 shares SunBridge Holdings LLC - 858,686 shares Realty Investment Company Inc –858,686 shares
	(iii)	Sole power to dispose or to direct the disposition of
		All Reporting Persons – 0
	(iv)	Shared power to dispose or to direct the disposition of
		FJ Capital Management LLC – 166,015 shares Financial Opportunity Fund LLC – 126,034 shares Financial Opportunity Long/Short Fund LLC – 1,643 shares Bridge Equities III LLC – 858,686 shares Martin S. Friedman – 166,015 shares SunBridge Manager LLC – 858,686 shares SunBridge Holdings LLC - 858,686 shares Realty Investment Company Inc –858,686 shares

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 five percent of the class of securities, check the following ☐.

CUSIP No .  86663B2016 Page13 of17

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Item 10.	Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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