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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
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	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)
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)
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.