SEC FORM 4

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)

350 FELLOWSHIP ROAD, SUITE 101

(Street)

MOUNT LAUREL

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2014		A		3,334	A	$19.4	487,296	D⁽⁴⁾
Common Stock								4	I	401(k)
Common Stock								253,168	I	Four Bs Partnership
Common Stock								538	I	IRA
Common Stock								36,649	I	NFI Interact Logistic
Common Stock								4,466	I	NFI Intl. Ltd.
Common Stock								37,343	I	Nat'l Distr. Centers
Common Stock								19,164	I	National Freight Inc.
Common Stock								2,000	I	SRB Trust 3/15/2004
Common Stock								542	I	Sandra Brw Trust
Common Stock								51,013	I	Sid & Sandy Brw Fdn.
Common Stock								5,461	I	Son - Eric
Common Stock								3,780	I	Son - Jacob
Common Stock								6,630	I	by Daughter
Common Stock								605	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$26.15							05/20/2010⁽¹⁾	05/20/2015	Common Stock	3,824		3,824	D
Non-Qualified Stock Option (right to buy)	$23.75							05/20/2010⁽¹⁾	05/20/2020	Common Stock	5,584		5,584	D
Non-Qualified Stock Option (right to buy)	$25.5							09/24/2010⁽²⁾	09/24/2020	Common Stock	22,720		22,720	D
Non-Qualified Stock Option (right to buy)	$53.8							⁽³⁾	01/22/2018	Common Stock	19,470		19,470	D
Non-Qualified Stock Option (right to buy)	$76.65							05/08/2007	05/08/2016	Common Stock	2,957		2,957	D

Explanation of Responses:

1. Exercisable as of date of grant.

2. 25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.

3. 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.

4. Direct Ownership includes the following Restrictd Stock Awards which vest 12/31/15: Restricted Stock Award of 770 shares granted 12/31/13; Restricted Stock Award of 854 shares granted 1/31/14; Restricted Stock Award of 779 shares granted 2/28/14; Restricted Stock Award of 807 shares granted 3/31/14; Restricted Stock Award of 713 shares granted 4/30/14; Restricted Stock Award of 718 shares granted 5/30/14; Restricted Stock Award of 675 shares granted 6/30/14.

Remarks:

	/s/ Sidney R. Brown by Neelesh Kalani, POA	01/05/2015
	** 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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