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^*

YEN DAVID W

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Storage Group

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2007

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	02/12/2007		M		240,000	A	$3.7	561,237⁽¹⁾	D
Common Stock	02/12/2007		M		300,000	A	$3.85	861,237⁽¹⁾	D
Common Stock	02/12/2007		M		160,000	A	$3.79	1,021,237⁽¹⁾	D
Common Stock	02/12/2007		M		80,000	A	$4.12	1,101,237⁽¹⁾	D
Common Stock	02/12/2007		M		60,000	A	$3.85	1,161,237⁽¹⁾	D
Common Stock	02/12/2007		S		840,000	D	$6.45	321,237⁽¹⁾	D

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)⁽²⁾	$14.6094							⁽³⁾	06/16/2007	Common Stock	32,000		32,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$36.7188							⁽³⁾	12/15/2007	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$40							⁽³⁾	04/12/2008	Common Stock	26,000		26,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$57.6875							⁽³⁾	08/16/2008	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$31.75							⁽³⁾	12/13/2008	Common Stock	250,000		250,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$16.25							⁽³⁾	06/13/2009	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$16.25							⁽³⁾	06/13/2009	Common Stock	250,000		250,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$7.91							⁽³⁾	09/27/2009	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$12.59							⁽³⁾	11/07/2009	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$12.59							⁽³⁾	11/07/2009	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$9.14							⁽³⁾	03/19/2010	Common Stock	200		200	D
Employee Stock Option (Right to Buy)⁽²⁾	$9.14							⁽³⁾	03/19/2010	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$6.45							⁽³⁾	05/02/2012	Common Stock	200,000		200,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$3.7	02/12/2007		M			240,000	⁽⁴⁾	07/25/2012	Common Stock	300,000	$0	60,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$3.85	02/12/2007		M			300,000	⁽⁵⁾	07/23/2013	Common Stock	500,000	$0	200,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$3.79	02/12/2007		M			160,000	⁽⁶⁾	07/29/2012	Common Stock	400,000	$0	240,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$4.12	02/12/2007		M			80,000	⁽⁷⁾	01/27/2013	Common Stock	200,000	$0	120,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$3.85	02/12/2007		M			60,000	⁽⁸⁾	07/28/2013	Common Stock	300,000	$0	240,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$4.26							⁽⁹⁾	07/27/2014	Common Stock	500,000		500,000	D

Explanation of Responses:

1. This includes 44,750 shares of unvested restricted stock.

2. This option was granted under the Sun Microsystems, Inc. 1990 Long-Term Equity Incentive Plan.

3. Immediately.

4. This option vests and becomes exercisable in five equal annual installments of 60,000 shares beginning on July 25, 2003.

5. This option vests and becomes exercisable in five equal annual installments of 100,000 shares beginning on July 23, 2004.

6. This option vests and becomes exercisable in five equal annual installments of 80,000 shares beginning on July 29, 2005.

7. This option vests and becomes exercisable in five equal annual installments of 40,000 shares beginning on January 27, 2006.

8. This option vests and becomes exercisable in five equal annual installments of 60,000 shares beginning on July 28, 2006.

9. This option vests and becomes exercisable in five equal annual installments of 100,000 shares beginning on July 27, 2007.

	David W. Yen	02/12/2007
	** 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).
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