Sun Bancorp (SNBC) Form 4 SUN BANCORP / JEFFREY S BROWN 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^*

BROWN JEFFREY S

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

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	12/31/2015		A		1,452(1)	A	$20.64	185,715	D(1)
Common Stock	01/01/2016		A		1,500(2)	A	$0.00	187,215	D(2)
Common Stock								4,833	I	Daughter Nicole
Common Stock								253,118	I	Four Bs Partnership
Common Stock								10,344	I	Jeff & Tracey Brn Fdn
Common Stock								38,799	I	Jeff Brown Agt Trust
Common Stock								37,293	I	Nat'l Distr. Centers
Common Stock								19,064	I	National Freight, Inc.
Common Stock								36,599	I	NFI InteractLogistic
Common Stock								4,467	I	NFI Intl. Ltd.
Common Stock								1,605	I	Son - Steven G. Brown
Common Stock								4,182	I	Son- Joshua

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
Non-Qualified Stock Option (right to buy)	$25.5							09/24/2010(3)	09/24/2020	Common Stock	3,100		3,100	D

Explanation of Responses:

1. Restricted Stock Award of 484 shares granted 12/31/15 which vest one year from the date of grant. Includes Restricted Stock Award of 519 shares granted 6/30/15 which vest one year from the date of grant; Restricted Stock Award of 515 shares granted 12/31/14 which vest one year from the date of grant.

2. Restricted Stock Award of 1500 shares granted 01/01/16 which vest one year from the date of grant. Total includes Restricted Stock Award of 484 shares granted 12/31/15 which vest one year from the date of grant; Restricted Stock Award of 519 shares granted 6/30/15 which vest one year from the date of grant; Restricted Stock Award of 515 shares granted 12/31/14 which vest one year from the date of grant.

3. 25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.

Remarks:

	/s/ Jeffrey S. Brown	01/05/2016
	** 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).
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