Sec Form 13D Filing - WLR SBI AcquisitionCo LLC filing for SUN BANCORP INC (SNBC) - 2018-02-06

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Fourth Amendment)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  □.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(1)	Effective as of February 27, 2017, El Vedado, LLC ceased to be the beneficial owner of any shares of common stock.

(1)	Effective as of February 27, 2017, WL Ross Group, L.P. ceased to be the beneficial owner of any shares of common stock.

(1)	Effective as of February 27, 2017, Wilbur L. Ross, Jr. ceased to be the beneficial owner of any shares of common stock.

Item 1. Security and Issuer.

This Amendment (this “Fourth Amendment”) amends and supplements the Schedule 13D filed on October 4, 2010 by the Reporting Persons (the “Schedule 13D”), the First Amendment to the Schedule 13D filed on November 8, 2010, the Second Amendment to the Schedule 13D filed on March 24, 2011 and the Third Amendment to the Schedule 13D filed on April 13, 2011 relating to the common stock, par value $5.00 per share (the “Common Stock”), of Sun Bancorp, Inc., a New Jersey corporation (the “Company”).  The Company’s principal executive offices are located at 350 Fellowship Road, Suite 101, Mount Laurel, New Jersey 08054.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D, as amended.

This Fourth Amendment is the Reporting Persons’ final amendment to the Schedule 13D, as amended, and constitutes an exit filing.

Item 4. Purpose of Transaction.

The disclosure provided in Item 4 of the Schedule 13D as amended hereby is updated to include the following additional disclosure:

On January 31, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of June 30, 2017 (the “Merger Agreement”), by and among OceanFirst Financial Corp. (“Ocean”), Mercury Merger Sub Corp. (“Merger Sub”), and the Company, the parties thereto consummated the transactions contemplated by the Merger Agreement.  In accordance with the Merger Agreement, (i) Merger Sub merged with and into the Company (the “First-Step Merger”), with the Company surviving the First-Step Merger, and (ii) immediately following the completion of the First-Step Merger, the Company merged with and into Ocean (the “Second-Step Merger”), with Ocean surviving the Second-Step Merger. At the effective time of the First-Step Merger, each outstanding share of the Company’s Common Stock was converted into the right to receive, at the election of the holder thereof and subject to the allocation and proration procedures set forth in the Merger Agreement, either (i) $24.99 in cash or (ii) 0.9289 shares of Ocean Common Stock.

In connection with the consummation of the transactions contemplated by the Merger Agreement, James B. Lockhart III, Vice Chairman of WL Ross & Co. LLC (“WLR”), no longer serves on the Company Board or the Bank Board, a representative of WLR will no longer be appointed to the Company Board or the Bank Board and a representative of WLR will not be nominated to serve on the Ocean board of directors.

Item 5. Interest in Securities of the Issuer.

The disclosure provided in Item 5 of the Schedule 13D as amended hereby is updated to include the following additional disclosure:

Upon consummation of the transactions contemplated by the Merger Agreement on January 31, 2018, as described in Item 4 above, the Reporting Persons ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of Common Stock of the Company.

Upon consummation of the transactions contemplated by the Merger Agreement on January 31, 2018, the Reporting Persons ceased to be the beneficial owner of more than 5% of the total amount of outstanding Common Stock of the Company.

Effective as of February 27, 2017, Wilbur L. Ross, Jr., WL Ross Group, L.P. and El Vedado, LLC ceased to be beneficial owners of any shares of Common Stock of the Company.

SIGNATURE

 

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Dated:  February 6, 2018