Ramesh Shah Form 4 SUFFOLK BANCORP / RAMESH SHAH 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^*

SHAH RAMESH

(Last) (First) (Middle)

C/O SUFFOLK BANCORP

4 WEST SECOND STREET, P.O. BOX 9000

(Street)

RIVERHEAD NY 11901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUFFOLK BANCORP [ SCNB ]

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)
05/25/2016

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
Suffolk Bancorp Common Stock	03/30/2016		L		48.241	A	$25.48	9,215.305	D
Suffolk Bancorp Common Stock	04/27/2016		L		49.222	A	$24.9722	9,264.527	D
Suffolk Bancorp Common Stock	05/25/2016		P		47.601	A	$25.8226	9,312.128	D
Suffolk Bancorp Common Stock	05/25/2016		A		750(1)	A	$0	10,062.128	D

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
Suffolk Bancorp Option	$18.14							08/06/2014	08/06/2023	Suffolk Bancorp Common Stock	1,667		1,667	D
Suffolk Bancorp Option	$18.14							08/06/2015	08/06/2023	Suffolk Bancorp Common Stock	1,667		1,667	D
Suffolk Bancorp Option	$18.14							08/06/2016	08/06/2023	Suffolk Bancorp Common Stock	1,666		1,666	D

Explanation of Responses:

1. Award of restricted stock pursuant to the Amended and Restated Suffolk Bancorp 2009 Stock Incentive Plan. These shares shall vest equally over three years commencing one year from the date of grant and one third each year thereafter.

Remarks:

	Jill E. Abbate Power of Attorney for Ramesh Shah	05/26/2016
	** 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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