James B. Lockhart III Form 3 SUN BANCORP / James B. Lockhart III ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lockhart James B. III

(Last) (First) (Middle)

C/O SUN BANCORP, INC.

350 FELLOWSHIP ROAD, SUITE 101

(Street)

MOUNT LAUREL NJ 08054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2017

3. Issuer Name and Ticker or Trading Symbol
SUN BANCORP INC /NJ/ [ SNBC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100	D
Common Stock	4,255,848	I(1)	WLR SBI AcquisitionCo, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. James B. Lockhart III is the Vice Chairman of WL Ross & Co. LLC, which 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. WL Ross & Co. LLC is the investment manager of WLR Recovery Fund IV, L.P. Accordingly, WLR Recovery Associates IV LLC, WLR Recovery Fund IV, L.P., WLR SBI AcquisitionCo, LLC, WL Ross & Co. LLC and James B. Lockhart III may be deemed to share voting and dispositive power over the common stock held by WLR SBI AcquisitionCo, LLC. I, James B. Lockhart III, hereby disclaim beneficial ownership of the interests set forth above, except for my pecuniary interest therein.

Remarks:

	James B. Lockhart III by Patricia M. Schaubeck as Power of Attorney	04/24/2017
	** 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 5 (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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