Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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 * WHITEHOUSE JAMES R	2. Issuer Name and Ticker or Trading Symbol SUFFOLK BANCORP [ SCNB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP & CHIEF MORTGAGE OFFICER
(Last)          (First)          (Middle) C/O SUFFOLK BANCORP, 4 WEST SECOND STREET; PO BOX 9000	3. Date of Earliest Transaction (MM/DD/YYYY) 4/1/2017
(Street) RIVERHEAD, NY 11901 (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
Suffolk Bancorp Common Stock	4/1/2017		D		7380.455	D	(1)	0	D

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
Suffolk Bancorp Option	$19.63	4/1/2017		D			2000	11/20/2014	11/20/2023	Suffolk Bancorp Common Stock	2000	(2)	0	D
Suffolk Bancorp Option	$19.63	4/1/2017		D			2000	11/20/2015	11/20/2023	Suffolk Bancorp Common Stock	2000	(2)	0	D
Suffolk Bancorp Option	$19.63	4/1/2017		D			2000	11/20/2016	11/20/2023	Suffolk Bancorp Common Stock	2000	(2)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 26, 2016 (the "Merger Agreement"), by and between Suffolk Bancorp ("Suffolk") and People's United Financial, Inc. ("People's United"), in exchange for 2.225 shares of common stock of People's United ("People's United Common Stock") per share of common stock of Suffolk ("Suffolk Common Stock"), having a market value per share of Suffolk of $40.495 (based on the value of 2.225 shares of People's United Common Stock at the close of trading on March 31, 2017, the closing date of the merger), with cash payable in lieu of any fractional shares.
( 2)	Pursuant to the Merger Agreement, each option granted by Suffolk to purchase shares of Suffolk Common Stock whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the merger fully vested and was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of Suffolk Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration (as defined below) over the exercise price per share of Suffolk Common Stock of such option, divided by (ii) $18.088, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding March 31, 2017 (the closing date of the merger), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" means $40.2458.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHITEHOUSE JAMES R C/O SUFFOLK BANCORP 4 WEST SECOND STREET; PO BOX 9000 RIVERHEAD, NY 11901			EVP & CHIEF MORTGAGE OFFICER

Signatures
Jill E. Abbate Power of Attorney for James R. Whitehouse		4/4/2017
** 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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