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*
MCNEALY SCOTT G

(Last) (First) (Middle)
4150 NETWORK CIRCLE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [ SUNW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006
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 07/28/2006 S 652,000 D $4.2425 1,377,198(1) D
Common Stock 293,080 I By trust
Common Stock 55,936,480 I By trust
Common Stock 402,800 I By trust(2)
Common Stock 5,551 I see footnote(3)(4)
Common Stock 5,551 I see footnote(3)(4)
Common Stock 5,551 I see footnote(3)(4)
Common Stock 5,551 I see footnote(3)(4)
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
Employee Stock Option (Right to Buy)(5) $4.2422 06/11/1998(6) 06/11/2007 Common Stock 2,400,000 2,400,000 D
Employee Stock Option (Right to Buy)(5) $5.4532 06/17/1999(6) 06/17/2008 Common Stock 3,200,000 3,200,000 D
Employee Stock Option (Right to Buy)(5) $12.5313 04/20/2000(6) 04/20/2009 Common Stock 400,000 400,000 D
Employee Stock Option (Right to Buy)(5) $40 04/12/2001(6) 04/12/2010 Common Stock 1,000,000 1,000,000 D
Employee Stock Option (Right to Buy)(5) $18.58 04/18/2002(6) 04/18/2011 Common Stock 1,500,000 1,500,000 D
Employee Stock Option (Right to Buy)(5) $12.59 11/07/2002(6) 11/07/2011 Common Stock 1,250,000 1,250,000 D
Employee Stock Option (Right to Buy)(5) $12.59 11/07/2002(6) 11/07/2011 Common Stock 1,250,000 1,250,000 D
Employee Stock Option (Right to Buy)(5) $9.14 03/19/2003(6) 03/19/2012 Common Stock 200 200 D
Employee Stock Option (Right to Buy)(5) $6.45 05/02/2003(6) 05/02/2012 Common Stock 200,000 200,000 D
Employee Stock Option (Right to Buy)(5) $7.07 05/14/2003(6) 05/14/2012 Common Stock 800,000 800,000 D
Employee Stock Option (Right to Buy)(5) $3.7 07/25/2003(7) 07/25/2012 Common Stock 1,000,000 1,000,000 D
Employee Stock Option (Right to Buy)(5) $3.85 07/23/2004(8) 07/23/2013 Common Stock 1,500,000 1,500,000 D
Employee Stock Option (Right to Buy)(5) $3.79 07/29/2005(9) 07/29/2014 Common Stock 1,250,000 1,250,000 D
Employee Stock Option (Right to Buy)(5) $3.85 07/28/2006(10) 07/28/2015 Common Stock 900,000 900,000 D
Employee Stock Option (Right to Buy)(5) $4.95 04/27/2007(11) 04/27/2016 Common Stock 2,100,000 2,100,000 D
Explanation of Responses:
1. Includes: (i) 702,000 shares of unvested restricted stock; and (ii) 6,493 shares purchased under the Sun Microsystems, Inc. 1990 Employee Stock Purchase Plan on April 28, 2006.
2. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
3. Gift from reporting person's mother.
4. These shares are held in a California Uniform Transfer to Minors Act account for the benefit of the reporting person's child. The reporting person's spouse is custodian of the account. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
5. This option was granted under the Sun Microsystems, Inc. 1990 Long-Term Equity Incentive Plan.
6. Immediately.
7. This option vests and becomes exercisable in five equal annual installments of 200,000 shares beginning on July 25, 2003.
8. This option vests and becomes exercisable in five equal annual installments of 300,000 shares beginning on July 23, 2004.
9. This option vests and becomes exercisable in five equal annual installments of 250,000 shares beginning on July 29, 2005.
10. This option vests and becomes exercisable in five equal annual installments of 180,000 shares beginning on July 28, 2006.
11. This option vests and becomes exercisable in five equal annual installments of 420,000 shares beginning on April 27, 2007.
/s/ Scott G. McNealy 07/31/2006
** 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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