Kalani Neelesh Form 4 SUN BANCORP / NEELESH KALANI 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^*

KALANI NEELESH

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP/Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017

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	11/15/2017		F		534(1)	D	$24.3	4,362.1149(2)(3)	D
Common Stock	11/15/2017		A	V	3.345	A	(4)	2,731.107	I	401 (k)

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
Incentive Stock Option (right to buy)	$22.25							02/17/2013(5)	02/17/2021	Common Stock	1,000(5)		1,000(5)	D
Incentive Stock Option (right to buy)	$18.5							03/02/2017(6)	03/02/2025	Common Stock	825(6)		825(6)	D
Incentive Stock Option (right to buy)	$17.85							03/01/2014(7)	03/01/2023	Common Stock	592(7)		592(7)	D
Incentive Stock Option (right to buy)	$16.8							03/03/2015(8)	03/03/2024	Common Stock	703(8)		703(8)	D
Incentive Stock Option (right to buy)	$14.25							03/01/2013(5)	03/01/2022	Common Stock	400(5)		400(5)	D
Non-Qualified Option (right to buy)(9)	$21.08							03/01/2018(10)	03/01/2026	Common Stock	1,373(10)		1,373(10)	D

Explanation of Responses:

1. Shares withheld for tax withholding upon vesting of 1,712 shares of restricted stock granted on 11/15/12.

2. Total includes 954 shares of restricted stock granted on 3/1/17 which vests 239 shares on 3/1/18, 239 shares on 3/1/19, 238 shares on 3/1/20 and 238 shares on 3/1/21.

3. Total includes 403 shares of restricted stock granted on 3/1/16 which vests 100 shares on 3/1/18, 101 shares on 3/1/19, 101 shares on 3/1/20 and 101 shares on 3/1/21.

4. Various dates and prices.

5. Options fully vested and exercisable.

6. 25% is first earned and exercisable on 3/2/17 and 25% annually thereafter.

7. 20% is first earned and exercisable on 3/1/14 and 20% annually thereafter.

8. 20% is first earned and exercisable on 3/3/15 and 20% annually thereafter.

9. Previously reported as "Common Stock."

10. 25% is first earned and exercisable on 3/1/18 and 25% annually thereafter.

Remarks:

	Neelesh Kalani	11/16/2017
	** 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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