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^*

Gadre Anil P

(Last)

(First)

(Middle)

4150 NETWORK CIRCLE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [ JAVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2007

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	11/12/2007		S⁽¹⁰⁾		0.5	D	$10.35	53,928⁽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⁾	$160							⁽³⁾	04/12/2008	Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$74.32							⁽³⁾	04/18/2009	Common Stock	6,250		6,250	D
Employee Stock Option (Right to Buy)⁽²⁾	$65							⁽³⁾	06/13/2009	Common Stock	2,500		2,500	D
Employee Stock Option (Right to Buy)⁽²⁾	$31.64							⁽³⁾	09/27/2009	Common Stock	5,625		5,625	D
Employee Stock Option (Right to Buy)⁽²⁾	$50.36							⁽³⁾	11/07/2009	Common Stock	7,500		7,500	D
Employee Stock Option (Right to Buy)⁽²⁾	$50.36							⁽³⁾	11/07/2009	Common Stock	7,500		7,500	D
Employee Stock Option (Right to Buy)⁽²⁾	$36.56							⁽³⁾	03/19/2010	Common Stock	50		50	D
Employee Stock Option (Right to Buy)⁽²⁾	$36.56							⁽³⁾	03/19/2010	Common Stock	5,625		5,625	D
Employee Stock Option (Right to Buy)⁽²⁾	$28.28							⁽³⁾	05/14/2010	Common Stock	4,900		4,900	D
Employee Stock Option (Right to Buy)⁽²⁾	$14.8							⁽³⁾	07/25/2010	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$16.8							⁽⁴⁾	05/21/2011	Common Stock	8,750		8,750	D
Employee Stock Option (Right to Buy)⁽²⁾	$16.832							⁽⁵⁾	11/13/2011	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$15.16							⁽⁶⁾	07/29/2012	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$15.4							⁽⁷⁾	07/28/2013	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$17.04							⁽⁸⁾	07/27/2014	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$20.4							⁽⁹⁾	07/31/2017	Common Stock	100,000		100,000	D

Explanation of Responses:

1. This includes 4,125 shares of unvested restricted stock.

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

3. Immediately.

4. The remainder of this option vests in one annual installment of 1,750 shares on the fifth anniversary of the date of grant.

5. The remainder of this option vests in two equal annual installments of 5,000 shares on each of the fourth and fifth anniversaries of the date of grant.

6. The remainder of this option vests in two equal annual installments of 15,000 shares on each of the fourth and fifth anniversaries of the date of grant.

7. The remainder of this option vests in three equal annual installments of 15,000 shares on each of the third, fourth and fifth anniversaries of the date of grant.

8. The remainder of this option vests in four equal annual installments of 20,000 shares on each of the second, third, fourth and fifth anniversaries of the date of grant.

9. This option vests and becomes exercisable in five equal annual installments of 20,000 shares beginning on July 31, 2008.

10. This transaction represents the purchase by Sun Microsystems, Inc. of a fractional share of Common Stock resulting from the company's one-for-four reverse stock split effective November 12, 2007 at a purchase price of $20.71 per share, which was the average closing price as reported on NASDAQ for the four trading days preceding the effective date.

	/s/ Anil P. Gadre	11/13/2007
	** Signature of Reporting Person	Date
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