Insider filing report for Changes in Beneficial Ownership
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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 *
Katsoulis Nicos
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)
EVP/Chief Lending Officer
(Last)
(First)
(Middle)
C/O SUN BANCORP, INC., 350 FELLOWSHIP ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2017
(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 11/10/2017 F 4,350 ( 1 ) D $ 24 98,079 ( 2 ) ( 3 ) ( 4 ) ( 5 ) D
Common Stock 11/10/2017 A V 0.167 A 952.458 I 401 (k)
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
Non-Qualified Stock $ 21.08 03/01/2018( 7 ) 03/01/2026 Common Stock 16,956 ( 7 ) 16,956 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Katsoulis Nicos
C/O SUN BANCORP, INC.
350 FELLOWSHIP ROAD, SUITE 101
MOUNT LAUREL, NJ08054
EVP/Chief Lending Officer
Signatures
Nicos Katsoulis by Patricia M. Schaubeck as Power of Attorney 11/13/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld for tax withholding upon vesting of 11,678 shares of restricted stock awarded on 5/26/15.
( 2 )Total includes 23,356 shares of restricted stock awarded on 5/26/15 which vest on 11/10/18.
( 3 )Total includes 4,981 shares of restricted stock awarded on 3/1/16 which vests 1,245 shares on 3/1/18, 1,245 shares on 3/1/19, 1,245 shares on 3/1/20 and 1,246 shares on 3/1/21.
( 4 )Total includes 5,027 shares of restricted stock awarded on 4/1/16 which vest on 6/30/18.
( 5 )Total includes 9,542 shares of restricted stock awarded on 2/28/17 which vests 2,386 shares on 3/1/18, 2,386 shares on 3/1/19, 2,385 shares on 3/1/20 and 2,385 shares on 3/1/21.
( 6 )Various dates and prices.
( 7 )25% if first earned and exercisable on 3/1/18 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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