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 SIDNEY R

(Last) (First) (Middle)
226 LANDIS AVE

(Street)
VINELAND NJ 08360

(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
X Officer (give title below) Other (specify below)
Vice Chair/Treasurer/Secretary
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2011
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 03/22/2011 P 701,754 A $2.85 1,718,130 D
Common Stock 2,576 I 2008 GRAT Sid Brown
Common Stock 113,185 I 2009 GRAT Sid Brown
Common Stock 15 I 401(k)
Common Stock 1,241,406 I Four Bs Partnership
Common Stock 2,686 I IRA
Common Stock 112,548 I NFI Interact Logistic
Common Stock 22,330 I NFI Intl. Ltd.
Common Stock 166,313 I Nat'l Distr. Centers
Common Stock 83,668 I National Freight Inc.
Common Stock 185,072 I SRB Trst for Desc
Common Stock 10,000 I SRB Trust 3/15/2004
Common Stock 2,707 I Sandra Brw Trust
Common Stock 209,927 I Sid & Sandy Brw Fdn.
Common Stock 27,303 I Son - Eric
Common Stock 18,900 I Son - Jacob
Common Stock 20,625 I Stock Plan 9/24/10 (1)
Common Stock 33,147 I by Daughter
Common Stock 3,021 I by Spouse
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) $4.73 12/31/2013 (2) 03/02/2021 Common Stock 104,016 104,016 D
Incentive Stock Option (right to buy) $5.23 05/20/2010 (3) 05/20/2015 Common Stock 19,120 19,120 D
Non-Qualified Stock Option (right to buy) $4.75 05/20/2010 (3) 05/20/2020 Common Stock 27,917 27,917 D
Non-Qualified Stock Option (right to buy) $5.1 09/24/2010 (4) 09/24/2020 Common Stock 113,600 113,600 D
Non-Qualified Stock Option (right to buy) $8.09 07/24/2002 (5) 01/24/2012 Common Stock 162,516 162,516 D
Non-Qualified Stock Option (right to buy) $8.09 07/24/2002 (5) 02/02/2012 Common Stock 36,935 36,935 D
Non-Qualified Stock Option (right to buy) $10.76 (6) 01/22/2018 Common Stock 97,350 97,350 D
Non-Qualified Stock Option (right to buy) $15.33 05/08/2007 05/08/2016 Common Stock 14,781 14,781 D
Explanation of Responses:
1. 25% first earned and non-forfeitable on September 24, 2010 and 25% annually thereafter.
2. Awarded and administered as per the approved 2010 Performance Equity Plan. Maximum options that become earned and exercisable if Board established long-term performance objectives are achieved by 12/31/2013.
3. Exercisable as of date of grant.
4. 25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.
5. First exercisable at the rate of 20% as of 6 mos from the date of grant and 20% on each of the next 4 anniversaries of the first vesting event.
6. First exercisable at the rate of 1/5 one year from the date of grant and 1/5 annually thereafter during such periods of continued service as a director.
Remarks:
/s/ Sidney R. Brown 03/22/2011
** 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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