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* 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) 03/31/2011
	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	03/31/2011		A		604	A	$3.31	1,718,735	D
Common Stock								2,576	I	2008 GRAT Sid Brown
Common Stock								113,185	I	2009 GRAT Sid Brown
Common Stock								15	I	401(k)
Common Stock								1,241,406	I	Four Bs Partnership
Common Stock								2,686	I	IRA
Common Stock								112,548	I	NFI Interact Logistic
Common Stock								22,330	I	NFI Intl. Ltd.
Common Stock								166,313	I	Nat'l Distr. Centers
Common Stock								83,668	I	National Freight Inc.
Common Stock								185,072	I	SRB Trst for Desc
Common Stock								10,000	I	SRB Trust 3/15/2004
Common Stock								2,707	I	Sandra Brw Trust
Common Stock								209,927	I	Sid & Sandy Brw Fdn.
Common Stock								27,303	I	Son - Eric
Common Stock								18,900	I	Son - Jacob
Common Stock								20,625	I	Stock Plan 9/24/10(1)
Common Stock								33,147	I	by Daughter
Common Stock								3,021	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$4.73							12/31/2013(2)	03/02/2021	Common Stock	104,016		104,016	D
Incentive Stock Option (right to buy)	$5.23							05/20/2010(3)	05/20/2015	Common Stock	19,120		19,120	D
Non-Qualified Stock Option (right to buy)	$4.75							05/20/2010(3)	05/20/2020	Common Stock	27,917		27,917	D
Non-Qualified Stock Option (right to buy)	$5.1							09/24/2010(4)	09/24/2020	Common Stock	113,600		113,600	D
Non-Qualified Stock Option (right to buy)	$8.09							07/24/2002(5)	01/24/2012	Common Stock	162,516		162,516	D
Non-Qualified Stock Option (right to buy)	$8.09							07/24/2002(5)	02/02/2012	Common Stock	36,935		36,935	D
Non-Qualified Stock Option (right to buy)	$10.76							(6)	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

Explanation of Responses:

1. 25% first earned and non-forfeitable on September 24, 2010 and 25% annually thereafter.

2. Awarded and administered as per the approved 2010 Performance Equity Plan. Maximum options that become earned and exercisable if Board established long-term performance objectives are achieved by 12/31/2013.

3. Exercisable as of date of grant.

4. 25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.

5. First exercisable at the rate of 20% as of 6 mos from the date of grant and 20% on each of the next 4 anniversaries of the first vesting event.

6. 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.

Remarks:

	/s/ Sidney R. Brown	04/01/2011
	** 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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