Sun Bancorp SC 13D/A / WLR SBI AcquisitionCo ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Third Amendment)*

SUN BANCORP, INC.

(Name of Issuer)

Common Stock, Par Value $1.00

(Title and Class of Securities)

86663B102

(CUSIP Number)

WL Ross & Co. LLC

1166 Avenue of the Americas

New York, New York 10036

Attention: Michael J. Gibbons

Telephone Number: (212) 826-1100

Facsimile Number: (212) 278-9645

With a copy to:

David Ingles

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Telephone: (212) 735-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 11, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box □.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 (the “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).

(Continued on following pages)

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WL Ross & Co. LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,168 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON OO

(1)

The 20,657,168 shares of common stock are held directly by WLR SBI AcquisitionCo, LLC. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P, which is the sole manager of WLR SBI AcquisitionCo, LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR SBI AcquisitionCo, LLC.

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WLR SBI AcquisitionCo, LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,168 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON OO

(1)

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) El Vedado, LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,168 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON OO

(1)

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WL Ross Group, L.P. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,168 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WLR Recovery Associates IV LLC (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,168 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON OO

(1)

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WLR Recovery Fund IV, L.P. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,168 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 86663B102

Schedule 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wilbur L. Ross, Jr. (1)(2)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		□
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 239 (2)
		8 SHARED VOTING POWER 20,657,168 (1)
		9 SOLE DISPOSITIVE POWER 239 (2)
		10 SHARED DISPOSITIVE POWER 20,657,168 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,657,407 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.9%
14	TYPE OF REPORTING PERSON IN

(1)

(2)	Wilbur L. Ross, Jr. directly holds 239 shares of common stock.

CUSIP No. 86663B102

Schedule 13D

Item 1. Security and Issuer.

This Amendment (this “Third Amendment”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on October 4, 2010 (the “Schedule 13D”), the Amendment to the Schedule 13D filed with the SEC on November 8, 2010, and the Amendment to the Schedule 13D filed with the SEC on March 24, 2011 with respect to the common stock, par value $1.00 per share (the “Common Stock”), of Sun Bancorp, Inc., a New Jersey corporation (the “Company”). The Company’s principal executive offices are located at 226 Landis Avenue, Vineland, New Jersey 08360. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D, as amended.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to remove the last paragraph therein and add the following paragraph to the end thereof:

On April 11, 2011, WLR purchased 2,002,054 shares of Common Stock (the “April 11 Purchased Shares”) from the Company pursuant to a letter agreement between the Company and WLR, dated April 11, 2011 (the “Letter Agreement”). This acquisition included shares that WLR was entitled to buy in respect of its gross-up rights on the Over-Allotment Sale. The aggregate purchase price for the April 11 Purchased Shares was $5,705,853.90, or $2.85 per share, representing the public offering price of $3.00 less the underwriting discount of $0.15. The funds used by WLR are being obtained from commitments from limited partners.

Item 3 of Schedule 13D is not amended or supplemented except as set forth above.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to remove the last paragraph therein and add the following paragraph to the end thereof:

The information set forth in Item 3 of this Third Amendment is incorporated by reference.

On April 11, 2011, WLR purchased the April 11 Purchased Shares from the Company pursuant to the Letter Agreement. This acquisition included shares that WLR was entitled to purchase in respect of its gross-up rights on the Over-Allotment Sale as well as additional shares such that, after acquiring the April 11 Purchased Shares, WLR would own 24.9% of the Company’s outstanding Common Stock.

Item 4 of Schedule 13D is not amended or supplemented except as set forth above.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

Following WLR’s acquisition of the April 11 Purchased Shares described in Item 3 of this Third Amendment, and effective April 11, 2011, WLR beneficially owns a total of 20,657,168 shares of Common Stock, which in the aggregate represents approximately 24.9% of the outstanding Common Stock as of April 11, 2011.

CUSIP No. 86663B102

Schedule 13D

Due to their relationships with WLR, each of the other Reporting Persons may be deemed to share voting and dispositive power over the shares held by WLR. Mr. Ross directly owns an additional 239 shares.

Item 5 of Schedule 13D is not amended or supplemented except as set forth above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to remove the last paragraph therein.

Item 6 of Schedule 13D is not amended or supplemented except as set forth above.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following at the end thereof:

Exhibit 5

Letter Agreement, dated April 11, 2011, between WLR SBI AcquisitionCo, LLC and Sun Bancorp, Inc.

CUSIP No. 86663B102

Schedule 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 13, 2011

	WL ROSS & CO. LLC


	By:	/s/ Michael J. Gibbons
		Name: Michael J. Gibbons
		Title: Chief Financial Officer


	WLR SBI ACQUISITIONCO, LLC


	By:	WLR Recovery Associates IV, L.P.,
		its Sole Manager
	By:	WLR Recovery Associates IV LLC,
		its General Partner
	By:	WL Ross Group, L.P.,
		its Managing Member
	By:	El Vedado, LLC,
		its General Partner


	By:	/s/ Michael J. Gibbons
		Name: Michael J. Gibbons
		Title: Manager


	WLR RECOVERY FUND IV, L.P.


	By:	WLR Recovery Associates IV LLC,
		its General Partner
	By:	WL Ross Group, L.P.,
		its Managing Member
	By:	El Vedado, LLC,
		its General Partner


	By:	/s/ Michael J. Gibbons
		Name: Michael J. Gibbons
		Title: Manager

CUSIP No. 86663B102

Schedule 13D

	WLR RECOVERY ASSOCIATES IV LLC


	By:	WL Ross Group, L.P.,
		its Managing Member
	By:	El Vedado, LLC, its General Partner


	By:	/s/ Michael J. Gibbons
		Name: Michael J. Gibbons
		Title: Manager


	WL ROSS GROUP, L.P.


	By:	El Vedado, LLC, its General Partner


	By:	/s/ Michael J. Gibbons
		Name: Michael J. Gibbons
		Title: Manager


	EL VEDADO, LLC


	By:	/s/ Michael J. Gibbons
		Name: Michael J. Gibbons
		Title: Manager


		/s/ Wilbur L. Ross, Jr.
		Wilbur L. Ross, Jr.

Sun Bancorp (SNBC) Inactive SC 13D/ASUN BANCORP / WLR SBI AcquisitionCo ownership change