Sec Form 4 Filing - FOUSS BRADLEY J @ SUN BANCORP INC /NJ/ - 2014-07-18

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 FOUSS BRADLEY J 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) X __ Other (specify below) EVP/Wholesale Banking/of Sun National Bank (Last) (First) (Middle) 350 FELLOWSHIP ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2014 (Street) MOUNT LAUREL, NJ08054 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 07/18/2014 J( 9 ) 8,547 A $ 3.96 15,277.6198 D Common Stock 07/18/2014 F( 10 ) 2,564 D $ 3.96 12,713 D Common Stock 07/18/2014( 5 ) A V 610.525 A 11,869.527 I 401(k) Common Stock 106,271 I Stock Plan 11/15/12 ( 6 ) Common Stock 1,297 I By Spouse Common Stock 07/18/2014 J( 9 ) 8,547 D $ 3.96 8,547 I Stock Plan 7/18/13 ( 7 ) Common Stock 11,012 I Stock Plan 3/3/14 ( 8 )

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) $ 17.49 08/01/2006( 1 ) 08/01/2015 Common Stock 4,861 4,861 D Incentive Stock Option (right to buy) $ 16.1 04/02/2008( 1 ) 04/02/2017 Common Stock 6,366 6,366 D Incentive Stock Option (right to buy) $ 3.74 03/12/2011( 2 ) 03/12/2020 Common Stock 9,500 9,500 D Incentive Stock Option (right to buy) $ 4.32 03/01/2012( 3 ) 03/01/2021 Common Stock 7,500 7,500 D Incentive Stock Option (right to buy) $ 2.85 03/01/2013( 4 ) 03/01/2022 Common Stock 9,535 9,535 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FOUSS BRADLEY J 350 FELLOWSHIP ROAD, SUITE 101 MOUNT LAUREL, NJ08054 EVP/Wholesale Banking of Sun National Bank Signatures /s/ Bradley J. Fouss by POA Thomas R. Brugger 07/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options fully vested and exercisable. ( 2 )20% is first earned and exercisable on March 12, 2011, and 20% annually thereafter. ( 3 )20% is first earned and exercisable on March 1, 2012, and 20% annually thereafter. ( 4 )20% is first earned and exercisable on March 1, 2013, and 20% annually thereafter. ( 5 )Various dates and prices. ( 6 )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. ( 7 )50% is first earned and non-forfeitable as of the date that is one year from the effective date of such award and 50% two years from the effective date of such award. ( 8 )Stock Award shall vest equally over a 5-year period; 20% each year. ( 9 )Vesting of prior stock award. ( 10 )Shares withheld for tax withholding upon vesting of stock award.

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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