0001562180-18-000533.txt : 20180201
0001562180-18-000533.hdr.sgml : 20180201
20180201133923
ACCESSION NUMBER: 0001562180-18-000533
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180131
FILED AS OF DATE: 20180201
DATE AS OF CHANGE: 20180201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROWN JEFFREY S
CENTRAL INDEX KEY: 0001228873
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-20957
FILM NUMBER: 18566152
MAIL ADDRESS:
STREET 1: 226 LANDIS AVENUE
CITY: VINELAND
STATE: NJ
ZIP: 08360
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SUN BANCORP INC /NJ/
CENTRAL INDEX KEY: 0001017793
STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029]
IRS NUMBER: 521382541
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 350 FELLOWSHIP ROAD
STREET 2: SUITE 101
CITY: MOUNT LAUREL
STATE: NJ
ZIP: 08054
BUSINESS PHONE: 800-691-7701
MAIL ADDRESS:
STREET 1: 350 FELLOWSHIP ROAD
STREET 2: SUITE 101
CITY: MOUNT LAUREL
STATE: NJ
ZIP: 08054
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2018-01-31
true
0001017793
SUN BANCORP INC /NJ/
SNBC
0001228873
BROWN JEFFREY S
C/O SUN BANCORP, INC.
350 FELLOWSHIP ROAD, SUITE 101
MOUNT LAUREL
NJ
08054
true
false
false
false
Common Stock
2018-01-31
4
D
false
188715.00
D
0.00
D
Common Stock
2018-01-31
4
D
false
4833.00
D
0.00
I
Daughter Nicole
Common Stock
2018-01-31
4
D
false
253118.00
D
0.00
I
Four Bs Partnership
Common Stock
2018-01-31
4
D
false
10344.00
D
0.00
I
Jeff & Tracey Brn Fdn
Common Stock
2018-01-31
4
D
false
38799.00
D
0.00
I
Jeff Brown Agt Trust
Common Stock
2018-01-31
4
D
false
37293.00
D
0.00
I
Nat'l Distr. Centers
Common Stock
2018-01-31
4
C
false
19064.00
D
0.00
I
National Freight, Inc.
Common Stock
2018-01-31
4
D
false
4467.00
D
0.00
I
NFI Intl. Ltd.
Common Stock
2018-01-31
4
D
false
73279.00
D
0.00
I
NFI Road Rail, LLC
Common Stock
2018-01-31
4
D
false
4182.00
D
0.00
I
Son - Joshua
Common Stock
2018-01-31
4
D
false
1605.00
D
0.00
I
Son - Steven G. Brown
Non-Qualified Stock Option (right to buy)
25.50
2018-01-31
4
D
false
3100.00
D
2020-09-24
Common Stock
3100.00
0.00
D
On January 31, 2018 , pursuant to the Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), by and among Sun Bancorp, Inc. ("Sun"), Mercury Sub Corp. ("Merger Sub") and OceanFirst Financial Corp. ("Ocean"), Merger Sub merged with and into Sun (the "Merger"), with Sun as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Sun common stock was converted into the right to receive either $24.99 in cash (the "Cash Consideration") or .9289 shares of Ocean common stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement.
Pursuant to the Merger Agreement, each option granted by Sun to purchase shares of Sun common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was assumed and converted into an option to purchase from Ocean, on the same terms and conditions as were applicable under the Sun stock option immediately prior to the effective time of the Merger, a number of shares of Ocean common stock determined by multiplying (x) the number of shares of Sun common stock subject to the Sun option by (y) .9289, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of Sun common stock subject to the Sun option by (ii) .9289.
Options fully vested and exercisable.
Jeffrey S. Brown by Janice Clark as Power of Attorney
2018-02-01
EX-24
2
jbrown_poa.txt
EX-24 POA JBROWN
POWER OF ATTORNEY
For Executing Forms 4 and 5
Directors
Known all by those present, that the undersigned, currently serving as a
director of Sun Bancorp, Inc. and Sun National Bank, hereby constitutes
and appoints Patricia M. Schaubeck and Janice Clark each with the power
to act individually, as his true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned any such Forms 4 and 5 in
accordance with Section 16(a) of the Securities and Exchange Act of 1934 and
the rules and regulations promulgated thereunder with respect to the
securities of Sun Bancorp, Inc.;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Forms 4
and 5 and the timely filing of such form with the United States Securities
and Exchange Commission and any other authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in his/her discretion.
The undersigned hereby grants to the above named attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite,necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully and to all intents and purposes as
such attorney-in-fact might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended
Section 16, orany other responsibilities or liabilities of such
individuals. Such Power of Attorney shall expire at such time that the
undersigned is no longer deemed to be subject to the reporting obligations
under Section 16.
The undersigned hereby revokes any Power of Attorney For Executing Forms 4
and 5 previously executed by the undersigned as a director of
Sun Bancorp, Inc. and Sun National Bank and the same shall be of no further
force or effect.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of May, 2015.
__________________________ Signature
Jeffrey S. Brown
Print Name