Sec Form 4 Filing - BROWN SIDNEY R @ SUN BANCORP INC /NJ/ - 2015-12-31

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 BROWN SIDNEY R 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SUN BANCORP, INC., 350 FELLOWSHIP ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (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 12/31/2015 A 3,134 A $ 20.64 494,332 D ( 1 ) Common Stock 6,630 I by Daughter Common Stock 605 I by Spouse Common Stock 253,168 I Four Bs Partnership Common Stock 37,343 I Nat'l Distr. Centers Common Stock 19,164 I National Freight Inc. Common Stock 36,649 I NFI Interact Logistic Common Stock 4,466 I NFI Intl. Ltd. Common Stock 542 I Sandra Brw Trust Common Stock 51,013 I Sid & Sandy Brw Fdn. Common Stock 5,461 I Son - Eric Common Stock 3,780 I Son - Jacob Common Stock 2,000 I SRB Trust 3/15/2004

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) $ 26.15 05/20/2010( 2 ) 05/20/2015 Common Stock 3,824 3,824 D Non-Qualified Stock Option (right to buy) $ 76.65 05/08/2007 05/08/2016 Common Stock 2,957 2,957 D Non-Qualified Stock Option (right to buy) $ 53.8 ( 3 ) 01/22/2018 Common Stock 19,470 19,470 D Non-Qualified Stock Option (right to buy) $ 25.5 09/24/2010( 4 ) 09/24/2020 Common Stock 22,720 22,720 D Non-Qualified Stock Option (right to buy) $ 23.75 05/20/2010( 4 ) 05/20/2020 Common Stock 5,584 5,584 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROWN SIDNEY R C/O SUN BANCORP, INC. 350 FELLOWSHIP ROAD, SUITE 101 MOUNT LAUREL, NJ08054 X Signatures /s/ Sidney R. Brown 01/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes the following Restricted Stock Awards which vest 12/31/15: Restricted Stock Award of 770 shares granted 12/31/13; Restricted Stock Award of 854 shares granted 1/31/14; Restricted Stock Award of 779 shares granted 2/28/14; Restricted Stock Award of 807 shares granted 3/31/14; Restricted Stock Award of 713 shares granted 4/30/14; Restricted Stock Award of 718 shares granted 5/30/14; Restricted Stock Award of 675 shares granted 6/30/14. ( 2 )Exercisable as of date of grant. ( 3 )First exercisable at the rate of 1/5 one year from the date of grant and 1/5 annually thereafter during such period of continued service as a Director. ( 4 )25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.

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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