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 BERNARD A

(Last) (First) (Middle)
226 LANDIS AVENUE

(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
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 3,929,714 D
Common Stock 663,112 I Brown Foundation
Common Stock 1,064 I National Distribution Centers, L.P.
Common Stock 20,625 I Stock Plan 9/24/10 (1)
Common Stock 1,416,362 I Vineland Construction
Common Stock 669,952 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 208,032 208,032 D
Non-Qualfied Stock Option (right to buy) $5.1 09/24/2010 (3) 09/24/2020 Common Stock 113,600 113,600 D
Non-Qualified Stock Options (right to buy) $8.09 07/24/2002 (4) 02/02/2012 Common Stock 258,552 258,552 D
Non-Qualified Stock Options (right to buy) $15.33 05/08/2007 05/08/2016 Common Stock 29,564 29,564 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. 25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.
4. First exercisable at the rate of 20% as of 6 months from the date of grant and 20% on each of the next 4 anniversaries of the first vesting event.
Remarks:
/s/ Bernard A. 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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