Sec Form 4 Filing - BROWN SIDNEY R @ SUN BANCORP INC /NJ/ - 2018-01-31

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) 01/31/2018 (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 01/31/2018 D 463,237 D 0 D Common Stock 01/31/2018 D 6,630 D 0 I by Daughter Common Stock 01/31/2018 D 605 D 0 I by Spouse Common Stock 01/31/2018 D 253,168 D 0 I Four Bs Partnership Common Stock 01/31/2018 D 37,343 D 0 I Nat'l Distr. Centers Common Stock 01/31/2018 C 19,164 D 0 I National Freight Inc. Common Stock 01/31/2018 D 4,466 D 0 I NFI Intl. Ltd. Common Stock 01/31/2018 D 73,279 D 0 I NFI Road Rail, LLC Common Stock 01/31/2018 D 542 D 0 I Sandra Brw Trust Common Stock 01/31/2018 D 83,608 D 0 I Sid & Sandy Brw Fdn. Common Stock 01/31/2018 D 5,461 D 0 I Son - Eric Common Stock 01/31/2018 C 3,780 D 0 I Son - Jacob Common Stock 01/31/2018 D 2,000 D 0 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 Non-Qualified Stock Option (right to buy) $ 53.8 01/31/2018 D 19,470 ( 3 ) 01/22/2018 Common Stock 19,470 ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 25.5 01/31/2018 D 22,720 ( 3 ) 09/24/2020 Common Stock 22,720 ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 23.75 01/31/2018 D 5,584 ( 3 ) 05/20/2020 Common Stock 5,584 ( 2 ) 0 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 Sidney R. Brown 01/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 31, 2018 , pursuant to the Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), by and among Sun Bancorp, Inc. ("Sun"), Mercury Sub Corp. ("Merger Sub") and OceanFirst Financial Corp. ("Ocean"), Merger Sub merged with and into Sun (the "Merger"), with Sun as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Sun common stock was converted into the right to receive either $24.99 in cash (the "Cash Consideration") or .9289 shares of Ocean common stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement. ( 2 )Pursuant to the Merger Agreement, each option granted by Sun to purchase shares of Sun common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was assumed and converted into an option to purchase from Ocean, on the same terms and conditions as were applicable under the Sun stock option immediately prior to the effective time of the Merger, a number of shares of Ocean common stock determined by multiplying (x) the number of shares of Sun common stock subject to the Sun option by (y) .9289, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of Sun common stock subject to the Sun option by (ii) .9289. ( 3 )Fully vested and exercisable.

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