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)
09/24/2010
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)
Code V Amount (A) or (D) Price
Common Stock 09/24/2010 A 27,500 A $5.1 27,500 I Stock Plan(5)
Common Stock 538,660 D
Preferred Stock(4) 1,872 D
Common Stock 2,576 I 2008 GRAT Sidney Brown
Common Stock 113,185 I 2009 GRAT Sidney Brown
Common Stock 15 I 401(k)
Common Stock 349,156 I Four Bs Partnership
Preferred Stock(4) 3,569 I Four Bs Partnership
Common Stock 2,686 I IRA
Common Stock 22,330 I NFI Intl. Ltd.
Common Stock 54,072 I SRB Trust for Desc.
Preferred Stock(4) 524 I SRB Trust for Desc.
Common Stock 10,000 I SRB Trust 3/15/2004
Common Stock 2,707 I Sandra Brown Trust
Common Stock 163,177 I Sid & Sandy Brown Foundation
Preferred Stock(4) 187 I Sid & Sandy Brown Foundation
Common Stock 12,900 I Son - Jacob
Common Stock 21,303 I Son - Eric
Common Stock 27,147 I by Daughter
Common Stock 3,021 I by Spouse
Common Stock 20,918 I National Freight, Inc.
Preferred Stock(4) 251 I National Freight, Inc.
Common Stock 28,298 I NFI Interactive Logistics, LLC
Preferred Stock(4) 337 I NFI Interactive Logistics, LLC
Common Stock 41,813 I National Distribution Centers, L.P.
Preferred Stock(4) 498 I National Distribution Centers, L.P.
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) $5.23 05/20/2010(1) 05/20/2015 Common Stock 19,120 19,120 D
Non-Qualified Stock Option (right to buy) $4.75 05/20/2010(1) 05/20/2020 Common Stock 27,917 27,917 D
Non-Qualified Stock Option (right to buy) $8.09 07/24/2002(2) 01/24/2012 Common Stock 162,516 162,516 D
Non-Qualified Stock Option (right to buy) $8.09 07/24/2002(2) 02/02/2012 Common Stock 36,935 36,935 D
Non-Qualified Stock Option $10.76 (3) 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
Non-Qualfied Stock Option (right to buy) $5.1 09/24/2010 A 113,600 09/24/2010(6) 09/24/2020 Common Stock 113,600 $0 113,600 D
Explanation of Responses:
1. Exercisable as of date of grant.
2. 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.
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. Each Preferred Share, purchase price of $1,000, convertible into 250 shares of Common Stock, following shareholder approval of additional authorized shares.
5. 25% first earned and non-forfeitable on September 24, 2010 and 25% annually thereafter.
6. 25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.
Remarks:
/s/ Sidney R. Brown By: Robert B. Crowl, POA 09/27/2010
** 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).
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