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* ROSS WILBUR L JR (Last) (First) (Middle) 319 CLEMATIS STREET, ROOM 1000 (Street) WEST PALM BEACH FL 33401 (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/04/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	11/04/2010		C		10,656,500	A	$4(4)	12,469,000	I	See Footnotes(1)(2)

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
Mandatorily Conv. Cum. Non-Voting Perpetual Preferred Stock	$4(4)	11/04/2010		C			10,656,500	(3)	(3)	Common Stock	10,656,500	(4)	0	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person* ROSS WILBUR L JR (Last) (First) (Middle) 319 CLEMATIS STREET, ROOM 1000 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR SBI AcquisitionCo, LLC (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 27TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR Recovery Associates IV LLC (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 27TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* El Vedado, LLC (Last) (First) (Middle) 319 CLEMATIS STREET, ROOM 1000 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WL ROSS & CO LLC (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 27TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR Recovery Fund IV LP (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 27TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WL Ross Group, L.P. (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 27TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The 12,469,000 shares of Common Stock are held directly by WLR SBI AcquisitionCo, LLC.

2. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P., which is the sole manager of WLR SBI AcquisitionCo, LLC, and WL Ross & Co. LLC is the investment manager of WL Ross Group, L.P. Accordingly, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to share voting and dispositive power over the common stock held by WLR SBI AcquisitionCo, LLC.

3. Shares of Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series B (the "Series B Preferred Stock") converted into shares of common stock after the holders of common stock as of September 15, 2010 approved an amendment to Sun Bancorp, Inc.'s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 100,000,000 and approve the issuance of such converted shares of common stock to investors including, but not limited to, the Reporting Persons.

4. The conversion price per share of Series B Preferred Stock was $4.00. The number of shares of Common Stock issued upon conversion of a share of Series B Preferred Stock was determined by dividing: (i) the $1,000 liquidation preference, plus all accrued and unpaid dividends for any prior dividend periods, by (ii) the conversion price of $4.00. The shares of Series B Preferred Stock were converted into Common Stock on November 4, 2010.

Remarks:

	/s/ Wilbur L. Ross, Jr.	11/08/2010
	/s/ Wilbur L. Ross, Jr.	11/08/2010
	/s/ Wilbur L. Ross, Jr.	11/08/2010
	/s/ Wilbur L. Ross, Jr.	11/08/2010
	/s/ Wilbur L. Ross, Jr.	11/08/2010
	/s/ Wilbur L. Ross, Jr.	11/08/2010
	/s/ Wilbur L. Ross, Jr.	11/08/2010
	** Signature of Reporting Person	Date
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