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

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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^*

MALANDRO EDWARD III

(Last)

(First)

(Middle)

226 LANDIS AVENUE

(Street)

VINELAND

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)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	EVP/Consumer Banking		of Sun National Bank

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2013

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	05/31/2013		A		102	A	$2.92	8,841	D
Common Stock	05/31/2013⁽⁶⁾		A	V	36	A	⁽⁶⁾	8,673	I	401(k)
Common Stock								6,340	I	IRA
Common Stock								68,686	I	Stock Plan 11/15/12⁽⁵⁾

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)
Incentive Stock Option (right to buy)	$17.49							08/01/2006⁽¹⁾	08/01/2015	Common Stock	3,037		3,037	D
Incentive Stock Option (right to buy)	$16.1							04/02/2008⁽¹⁾	04/02/2017	Common Stock	5,787		5,787	D
Incentive Stock Option (right to buy)	$3.54							12/17/2010⁽¹⁾	12/17/2019	Common Stock	28,248		28,248	D
Incentive Stock Option (right to buy)	$3.54							12/17/2010⁽¹⁾	12/17/2019	Common Stock	1,752		1,752	D
Incentive Stock Option (right to buy)	$4.32							03/01/2012⁽²⁾	03/01/2021	Common Stock	15,000		15,000	D
Incentive Stock Option (right to buy)	$2.85							03/01/2013⁽³⁾	03/01/2022	Common Stock	9,535		9,535	D
Incentive Stock Option (right to buy)	$4.73							12/31/2013⁽⁴⁾	03/02/2021	Common Stock	166,412		166,412	D

Explanation of Responses:

1. Options fully vested and exercisable.

2. 20% is first earned and exercisable on March 1, 2012, and 20% annually thereafter.

3. 20% is first earned and exercisable on March 1, 2013, and 20% annually thereafter.

4. 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.

5. 10% earned and non-forfeitable as of the date that is two years from the effective date of such award and 20% three years from the effective date, 30% four years from the effective date, and 40% five years from the effective date.

6. Various dates and prices during 2013.

Remarks:

	/s/ Edward Malandro, III	06/03/2013
	** 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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