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

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^*

MCNEALY SCOTT G

(Last)

(First)

(Middle)

4150 NETWORK CIRCLE

(Street)

SANTA CLARA

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2010

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	01/26/2010		D		34,054⁽¹⁾	D	⁽²⁾	211,475⁽³⁾	D
Common Stock	01/26/2010		D		211,475⁽³⁾	D	⁽⁴⁾	0	D
Common Stock	01/26/2010		D		73,270	D	⁽²⁾	0	I	See footnote⁽⁵⁾
Common Stock	01/26/2010		D		11,262,816	D	⁽²⁾	0	I	See footnote⁽⁶⁾
Common Stock	01/26/2010		D		100,700	D	⁽²⁾	0	I	See footnote⁽⁷⁾
Common Stock	01/26/2010		D		1,887	D	⁽²⁾	0	I	See footnote⁽⁸⁾
Common Stock	01/26/2010		D		1,887	D	⁽²⁾	0	I	See footnote⁽⁸⁾
Common Stock	01/26/2010		D		1,887	D	⁽²⁾	0	I	See footnote⁽⁸⁾

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)
Employee Stock Option (right to buy)	$74.32	01/26/2010		D			375,000	⁽⁹⁾	04/18/2011	Common Stock	375,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$25.8	01/26/2010		D			50,000	⁽⁹⁾	05/02/2012	Common Stock	50,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$19.8	01/26/2010		D			525,000	⁽¹¹⁾	04/27/2016	Common Stock	525,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$15.4	01/26/2010		D			375,000	⁽⁹⁾	07/23/2013	Common Stock	375,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$160	01/26/2010		D			250,000	⁽⁹⁾	04/12/2010	Common Stock	250,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$15.4	01/26/2010		D			225,000	⁽¹²⁾	07/28/2015	Common Stock	225,000	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Includes 1,282 shares acquired under the JAVA employee stock purchase plan on November 13, 2009.

2. Pursuant to the Merger Agreement between the Issuer and Oracle Corporation dated April 19, 2009 (the "Merger Agreement"), each share of JAVA common stock will be exchanged for $9.50 in cash.

3. Shares are represented by restricted stock units.

4. Pursuant to the Merger Agreement, each restricted stock unit will be assumed by Oracle and converted into a restricted stock unit for 0.3849 shares of Oracle common stock.

5. Shares are held directly in a trust for which the reporting person and his spouse serve as trustees. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

6. Shares are held directly in a trust for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

7. Shares are held directly in a trust for which the reporting person's father-in-law serves as trustee and for which the reporting person's children are the beneficiaries. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

8. Shares are held in a California Uniform Transfer to Minors Act account for the benefit of the reporting person's child and for which the reporting person's spouse serves as custodian. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

9. The option is fully vested.

10. Pursuant to the Merger Agreement, each option to purchase shares of JAVA common stock will be assumed by Oracle and converted into an option to purchase a number of shares of Oracle common stock equal to the number of shares of JAVA common stock subject to the option multiplied by 0.3849 rounded down to the nearest whole share. The exercise price per share for the assumed option will equal the JAVA per share exercise price divided by 0.3849.

11. The option vests in five equal annual installments beginning on April 27, 2007.

12. The option vests in five equal annual installments beginning on July 28, 2006.

Remarks:

This report on Form 4 is one of two reports which relates to the same transaction.

	/s/ Craig D. Norris, attorney-in-fact	01/26/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.