Sec Form 4 Filing - SUN LIFE FINANCIAL INC @ NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC - 2013-07-31

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SUN LIFE FINANCIAL INC
2. Issuer Name and Ticker or Trading Symbol
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC [ NRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SUN LIFE ASSURANCE CO OF CANADA, 150 KING STREET WEST SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2013
(Street)
TORONTO, A6M5H 1J9
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
4.00% Mandatory Redeemable Preferred Shares due 09/14/2017 08/02/2013 S 800 ( 1 ) D $ 0 200 I See footnote. ( 2 )
4.00% Mandatory Redeemable Preferred Shares due 09/14/2017 07/31/2013 J 40 A $ 1,060,000 ( 4 ) 840 I See footnote. ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 o f Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUN LIFE FINANCIAL INC
SUN LIFE ASSURANCE CO OF CANADA
150 KING STREET WEST SUITE 1400
TORONTO, A6M5H 1J9
X
Signatures
/s/ Stephen C. Peacher, signer for Sun Life Financial Inc. and Sun Life and Health Insurance Company (U.S.) 11/21/2013
Signature of Reporting Person Date
/s/ John T. Donnelly, signer for Sun Life Financial Inc. and Sun Life and Health Insurance Company (U.S.) 11/21/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 08/02/2103, all of the stock of Sun Life Assurance Company of Canada (U.S.) which owns all of the stock of Sun Life Insurance and Annuity Company of New York, was transferred to Delaware Life Holdings LLC. Thus, Sun Life Financial Inc. ceased to be the indirect owner of 800 shares directly owned by Sun Life Insurance and Annuity Company of New York.
( 2 )Sun Life Financial Inc. owns all of the common stock of Sun Life Assurance Company of Canada, direct owner of 160 shares and indirectly, through a series of holding companies, owns all of the common stock of Sun Life and Health Insurance Company (U.S.), direct owner of 40 shares.
( 3 )Sun Life Financial Inc. owns 100% of the common stock of Sun Life Assurance Company of Canada, direct owner of 160 shares and indirectly, through a series of holding companies, on such date owned all of the common stock of Sun Life Insurance and Annuity Company of New York, direct owner of 800 shares and 100% of the common stock of Sun Life and Health Insurance Company (U.S.), direct owner of 140 shares acquired by Sun Life Insurance and Annuity Company of New York on 07/31/2013.
( 4 )Price paid by Sun Life and Health Insurance Company (U.S.), the direct owner of 40 shares, not by Sun Life Financial Inc.

Remarks:
J = On 07/31/2013, Sun Life Insurance and Annuity Company of New York, then an indirectly wholly-owned subsidiary of Sun Life Financial Inc., sold 40 shares to Sun Life and Health Insurance Company (U.S.), another indirect wholly-owned subsidiary of Sun Life Financial Inc. Sun Life and Health Insurance Company (U.S.) does not have a CIK or CCC number at this time.

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