Sec Form 4 Filing - GEISEL THOMAS X @ SUN BANCORP INC /NJ/ - 2013-10-31

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 GEISEL THOMAS X 2. Issuer Name and Ticker or Trading Symbol SUN BANCORP INC /NJ/ [ SNBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 226 LANDIS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2013 (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 10/31/2013 A 95 A $ 3.13 85,496 D Common Stock 10/31/2013( 8 ) A V 85 A 10,257 I 401(k) Common Stock 32,192 I IRA Common Stock 251,053 I Stock Plan 1/29/13 ( 1 ) Common Stock 84,270 I Stock Plan 1/29/13 ( 7 )

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) $ 4.73 12/31/2013( 2 ) 03/02/2021 Common Stock 321,037 321,037 D Incentive Stock Option (right to buy) $ 11.9 01/07/2010( 3 ) 01/07/2018 Common Stock 33,634 33,634 D Non-Qualified Stock Option (right to buy) $ 3.98 01/21/2012( 4 ) 01/21/2020 Common Stock 75,000 75,000 D Non-Qualified Stock Option (right to buy) $ 5.1 09/24/2010( 5 ) 09/24/2020 Common Stock 113,600 113,600 D Non-Qualified Stock Option (right to buy) $ 11.9 01/07/2010( 3 ) 01/07/2018 Common Stock 170,326 170,326 D Non-Qualified Stock Option (right to buy) $ 2.85 03/01/2013( 6 ) 03/01/2022 Common Stock 36,134 36,134 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GEISEL THOMAS X 226 LANDIS AVENUE VINELAND, NJ08360 X President & CEO Signatures Thomas X. Geisel 11/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )10% earned and non-forfeitable as of the date that is two years from the effective date of such award and 20% three years from the effective date, 30% four years from the effective date, and 40% five years from the effective date. ( 2 )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. ( 3 )25% is first earned and exercisable on 1/7/2010, and 25% annually thereafter. ( 4 )Stock Option shall be 100% earned and exercisable as of the date that is two years from the effective date of such award. ( 5 )25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter. ( 6 )20% is first earned and exercisable on 3/1/13, and 20% annually thereafter. ( 7 )Shares shall be 100% earned and non-forfeitable as of the date that is five years from the effective date of such award. ( 8 )Various dates and prices during 2013.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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