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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCHWARTZ JONATHAN I (Last) (First) (Middle) 4150 NETWORK CIRCLE (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUN MICROSYSTEMS, INC. [ JAVA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/30/2008
	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	07/30/2008		A(3)		66,000	A	$0.0007	643,158	D
Common Stock	07/30/2008		F(4)		7,549	D	$10.63	635,609	D
Common Stock	07/30/2008		A(5)		307,700	A	$0.0007	943,309(1)	D

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
Employee Stock Option	$160							(2)	04/12/2010	Common Stock	17,500		17,500	D
Employee Stock Option	$180.1252							(2)	06/13/2010	Common Stock	7,500		7,500	D
Employee Stock Option	$74.32							(2)	04/18/2011	Common Stock	50,000		50,000	D
Employee Stock Option	$50.36							(2)	11/07/2011	Common Stock	18,750		18,750	D
Employee Stock Option	$50.36							(2)	11/07/2011	Common Stock	18,750		18,750	D
Employee Stock Option	$36.56							(2)	03/19/2012	Common Stock	50		50	D
Employee Stock Option	$25.8							(2)	05/02/2012	Common Stock	50,000		50,000	D
Employee Stock Option	$14.8							(2)	07/25/2012	Common Stock	75,000		75,000	D
Employee Stock Option	$15.4							(2)	07/23/2013	Common Stock	125,000		125,000	D
Employee Stock Option	$15.6							(2)	04/30/2014	Common Stock	250,000		250,000	D
Employee Stock Option (Right to Buy)	$15.16							(2)	07/29/2014	Common Stock	200,000		200,000	D
Employee Stock Option (Right to Buy)	$15.4							(2)	07/28/2015	Common Stock	225,000		225,000	D
Employee Stock Option (Right to Buy)	$19.8							(2)	04/27/2016	Common Stock	500,000		500,000	D
Employee Stock Option (Right to Buy)	$20.4							(2)	07/31/2017	Common Stock	500,000		500,000	D

Explanation of Responses:

1. This includes 6,250 shares of unvested restricted stock and 457,200 shares of unvested restricted stock units. This also includes performance-based restricted stock units in which the award criteria was satisfied in April 2008. Upon satisfaction of the award criteria, 25% of the underlying shares vested immediately and 25% of the underlying shares shall thereafter vest on each anniversary of the satisfaction of the award criteria. The reporting person's Form 4 filed in connection with the initial vesting of this performance-based restricted stock unit award did not include the report of the unvested portion, which is now being reported.

2. This option vests and becomes exercisable in five equal annual installments beginning on the first anniversary of the date of grant.

3. This restricted stock unit vests and becomes exercisable as to 25% on the Transaction Date and 25% on each of the second, third and fourth anniversaries of the date of grant.

4. This represents the surrender of shares to the issuer upon vesting of time-based restricted stock units to satisfy tax withholding obligations.

5. This restricted stock unit vests and becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Craig D. Norris, Attorney-In-Fact	08/01/2008
	** 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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