Sun Bancorp (SNBC) Form 4 SUN BANCORP / SIDNEY R 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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X

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 SIDNEY R

(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)
01/31/2018

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	01/31/2018		D		463,237	D	(1)	0.00	D
Common Stock	01/31/2018		D		6,630	D	(1)	0.00	I	by Daughter
Common Stock	01/31/2018		D		605	D	(1)	0.00	I	by Spouse
Common Stock	01/31/2018		D		253,168	D	(1)	0.00	I	Four Bs Partnership
Common Stock	01/31/2018		D		37,343	D	(1)	0.00	I	Nat'l Distr. Centers
Common Stock	01/31/2018		C		19,164	D	(1)	0.00	I	National Freight Inc.
Common Stock	01/31/2018		D		4,466	D	(1)	0.00	I	NFI Intl. Ltd.
Common Stock	01/31/2018		D		73,279	D	(1)	0.00	I	NFI Road Rail, LLC
Common Stock	01/31/2018		D		542	D	(1)	0.00	I	Sandra Brw Trust
Common Stock	01/31/2018		D		83,608	D	(1)	0.00	I	Sid & Sandy Brw Fdn.
Common Stock	01/31/2018		D		5,461	D	(1)	0.00	I	Son - Eric
Common Stock	01/31/2018		C		3,780	D	(1)	0.00	I	Son - Jacob
Common Stock	01/31/2018		D		2,000	D	(1)	0.00	I	SRB Trust 3/15/2004

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)	$53.8	01/31/2018		D			19,470	(3)	01/22/2018	Common Stock	19,470	(2)	0.00	D
Non-Qualified Stock Option (right to buy)	$25.5	01/31/2018		D			22,720	(3)	09/24/2020	Common Stock	22,720	(2)	0.00	D
Non-Qualified Stock Option (right to buy)	$23.75	01/31/2018		D			5,584	(3)	05/20/2020	Common Stock	5,584	(2)	0.00	D

Explanation of Responses:

1. On January 31, 2018 , pursuant to the Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), by and among Sun Bancorp, Inc. ("Sun"), Mercury Sub Corp. ("Merger Sub") and OceanFirst Financial Corp. ("Ocean"), Merger Sub merged with and into Sun (the "Merger"), with Sun as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Sun common stock was converted into the right to receive either $24.99 in cash (the "Cash Consideration") or .9289 shares of Ocean common stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement.

2. Pursuant to the Merger Agreement, each option granted by Sun to purchase shares of Sun common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was assumed and converted into an option to purchase from Ocean, on the same terms and conditions as were applicable under the Sun stock option immediately prior to the effective time of the Merger, a number of shares of Ocean common stock determined by multiplying (x) the number of shares of Sun common stock subject to the Sun option by (y) .9289, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of Sun common stock subject to the Sun option by (ii) .9289.

3. Fully vested and exercisable.

Remarks:

	Sidney R. Brown	01/31/2018
	** Signature of Reporting Person	Date
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