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