Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * KRAMER ELI	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/YYYY) 12/14/2016
(Street) MOUNT LAUREL, NJ 08054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/14/2016		A		1500.00   (1)	A	$0.00	45638.00   (2)	D
Common Stock								5599.00	I	Brian Kramer Trust
Common Stock								459.00	I	by Spouse
Common Stock								15447.00	I	The CJ Management LLC PSP FBO Eli Kramer
Common Stock								5595.00	I	Tracy Kramer Trust

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	$53.80							(3)	1/22/2018	Common Stock	1217.00		1217.00	D
Non-Qualified Stock Option (right to buy)	$30.90							(4)	1/15/2019	Common Stock	1582.00		1582.00	D
Non-Qualified Stock Option (right to buy)	$25.50							(5)	9/24/2020	Common Stock	9300.00		9300.00	D
Non-Qualified Stock Option (right to buy)	$19.90							(6)	1/21/2020	Common Stock	2632.00		2632.00	D

Explanation of Responses:
( 1)	Restricted Stock Award of 1,500 shares of Common Stock awarded on 12/14/16 with a Grant Date of 01/01/17 which vest one year from the Grant Date.
( 2)	Total includes Director Deferred Fee Plan Trust of 39,789 shares, which includes Restricted Stock Award of 1,500 shares of Common Stock awarded on 12/14/16 with a Grant Date of 01/01/17 which vest one year from the Grant Date, Restricted Stock Award of 1,500 shares granted 01/01/16 which vest one year from the date of grant, and Restricted Stock Award of 484 shares granted 12/31/15 which vest one year from the date of grant. Shares in the Director Deferred Fee Plan were previously reported as Indirect ownership.
( 3)	First exercisable at the rate of one-fifth one year from the grant date of January 22, 2008 and one-fifth annually thereafter during such periods of continued service as a Director.
( 4)	First exercisable at the rate of one-third on the second anniversary of the grant date of January 15, 2009 and one-third annually thereafter during such periods of continued service as a Director.
( 5)	25% is first earned and exercisable on September 24, 2010 and 25% annually thereafter.
( 6)	First exercisable at the rate of one-fifth on the one-year anniversary of the grant date of January 21, 2010 and one-fifth annually thereafter during such periods of continued service as a Director.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRAMER ELI C/O SUN BANCORP, INC. 350 FELLOWSHIP ROAD, SUITE 101 MOUNT LAUREL, NJ 08054	X

Signatures
Eli Kramer		12/14/2016
** Signature of Reporting Person		Date

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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