Sec Form 4 Filing - CROWL ROBERT B @ SUN BANCORP INC /NJ/ - 2012-03-01

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 CROWL ROBERT B 2. Issuer Name and Ticker or Trading Symbol SUN BANCORP INC /NJ/ [ SNBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President & CFO (Last) (First) (Middle) 226 LANDIS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2012 (Street) VINELAND, NJ08360 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 Common Stock 27,576 D Common Stock 03/01/2012( 7 ) A V 1,215 A 1,743 I 401(k) Common Stock 10,000 I Stock Plan 3/2010 ( 1 ) Common Stock 03/01/2012 A 8,845 A $ 2.85 8,845 I Stock Plan 3/1/12 ( 2 )

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 of Shares Incentive Stock Option (right to buy) $ 3.51 03/04/2012( 3 ) 03/04/2020 Common Stock 10,000 10,000 D Incentive Stock Option (right to buy) $ 4.32 03/01/2012( 4 ) 03/01/2021 Common Stock 30,000 30,000 D Incentive Stock Option (right to buy) $ 4.73 12/31/2013( 5 ) 03/02/2021 Common Stock 152,067 152,067 D Incentive Stock Option (right to buy) (Common Stock) $ 2.85 03/01/2012 A 15,776 03/01/2013( 6 ) 03/01/2022 Common Stock 15,776 $ 0 15,776 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CROWL ROBERT B 226 LANDIS AVENUE VINELAND, NJ08360 Executive Vice President & CFO Signatures /s/ Robert B. Crowl 03/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares shall be 100% earned and non-forfeitable as of the date that is four years from the effective date of such award. ( 2 )The restricted stock is immediately earned and awarded, provided that such Stock Award shall be subject to a restriction on transfer for a period of one year following the Date of Grant. ( 3 )25% is first earned and exercisable on March 4, 2012, and 25% annually thereafter. ( 4 )20% is first earned and exercisable on March 1, 2012, and 20% annually thereafter. ( 5 )Awarded and administered as per the approved 2010 Performance Equity Plan. Maximum options that become earned and exercisable if Board established long-term performance objectives are achieved by 12/31/2013. ( 6 )20% is first earned and exercisable on 3/1/13, and 20% annually thereafter. ( 7 )Various.

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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