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^*

ESTEP MICHELE B

(Last)

(First)

(Middle)

C/O SUN BANCORP, INC.

350 FELLOWSHIP ROAD, SUITE 101

(Street)

MOUNT LAUREL

08054

(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/Chief Administrative Offic		of Sun National Bank

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2016

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	11/15/2016		F		1,786⁽¹⁾	D	$24	22,938⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock	11/15/2016		A	V	1.256	A	⁽⁵⁾	2,885.982	I	401 (k)

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)
Non-Qualified Stock Option (right to buy)	$21.08							03/01/2018⁽⁶⁾	03/01/2026	Common Stock	8,478⁽⁶⁾		8,478⁽⁶⁾	D
Non-Qualified Stock Option (right to buy)	$19.31							03/26/2017⁽⁷⁾	03/26/2025	Common Stock	8,077⁽⁷⁾		8,077⁽⁷⁾	D
Incentive Stock Option (right to buy)	$59.7							03/31/2009⁽⁸⁾	03/31/2018	Common Stock	1,103⁽⁸⁾		1,103⁽⁸⁾	D
Incentive Stock Option (right to buy)	$17.7							12/17/2010⁽⁸⁾	12/17/2019	Common Stock	4,411⁽⁸⁾		4,411⁽⁸⁾	D
Incentive Stock Option (right to buy)	$17.7							12/17/2010⁽⁸⁾	12/17/2019	Common Stock	1,590⁽⁸⁾		1,590⁽⁸⁾	D
Incentive Stock Option (right to buy)	$21.6							03/01/2012⁽⁹⁾	03/01/2021	Common Stock	4,000⁽⁹⁾		4,000⁽⁹⁾	D
Incentive Stock Option (right to buy)	$14.25							03/01/2013⁽¹⁰⁾	03/01/2022	Common Stock	1,907⁽¹⁰⁾		1,907⁽¹⁰⁾	D

Explanation of Responses:

1. Shares withheld for tax withholding upon vesting of 5,198 shares of restricted stock granted on 11/15/12.

2. Total includes 6,931 shares of restricted stock granted on 11/15/2012 which vest on 11/15/17.

3. Total includes 1,251 shares of restricted stock granted on 3/3/14 which vests 417 shares on 3/3/17, 417 shares on 3/3/18 and 417 shares on 3/3/19.

4. Total includes 2,491 shares of restricted stock granted 3/1/16 which vests 622 on 3/1/18, 623 on 3/1/19, 623 on 3/1/20 and 623 on 3/1/21.

5. Various dates and prices.

6. 25% is first earned and exercisable on 3/1/18 and 25% annually thereafter.

7. 25% is first earned and exercisable on 3/26/17 and 25% annually thereafter.

8. Options fully vested and exercisable.

9. 20% is first earned and exercisable on 3/1/12 and 20% annually thereafter.

10. 20% is first earned and exercisable on 3/1/13 and 20% annually thereafter.

Remarks:

	Michele B. Estep	11/16/2016
	** 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.
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