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
                                                                                  
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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)

1/31/2018
(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   1/31/2018     D    45398.00   D   (1) 0.00   D    
Common Stock   1/31/2018     D    459.00   D   (1) 0.00   I   by Spouse  
Common Stock   1/31/2018     D    18165.00   D   (1) 0.00   I   The CJ Management LLC PSP FBO Eli Kramer  

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   1/31/2018     D         1217.00      (3) 1/22/2018   Common Stock   1217.00     (2) 0.00   D    
Non-Qualified Stock Option (right to buy)   $30.90   1/31/2018     D         1582.00      (3) 1/15/2019   Common Stock   1582.00     (2) 0.00   D    
Non-Qualified Stock Option (right to buy)   $25.50   1/31/2018     D         9300.00      (3) 9/24/2020   Common Stock   9300.00     (2) 0.00   D    
Non-Qualified Stock Option (right to buy)   $19.90   1/31/2018     D         2632.00      (3) 1/21/2020   Common Stock   2632.00     (2) 0.00   D    

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)  Options fully vested and exercisable.

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 1/31/2018
** 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).
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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