Edgar Filing: SUN MICROSYSTEMS, INC.

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PAPADOPOULOS GREGORY M

2. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [SUNW]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President & CTO

(Last)

(First)

(Middle)

4150 NETWORK CIRCLE

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2007

(Street)

SANTA CLARA, CA 95054

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2007		M		158,171	A	$ 3.7	598,318 ⁽¹⁵⁾	D
Common Stock	02/21/2007		S		158,171	D	$ 6.29	440,147 ⁽¹⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 5.0235

⁽²⁾

04/15/2008

Common Stock

106,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 12.5313

⁽³⁾

04/20/2009

Common Stock

100,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 40

⁽⁴⁾

04/12/2010

Common Stock

51,676

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 18.58

⁽⁵⁾

04/18/2011

Common Stock

111,686

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 12.59

⁽⁶⁾

11/07/2011

Common Stock

39,211

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 12.59

⁽⁷⁾

11/07/2011

Common Stock

44,785

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 9.14

⁽⁸⁾

03/19/2010

Common Stock

125

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 6.45

⁽⁹⁾

05/02/2012

Common Stock

126,974

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.7

02/21/2007

158,171

⁽¹⁰⁾

07/25/2012

Common Stock

197,713

$ 0

39,542

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.85

⁽¹¹⁾

07/23/2013

Common Stock

399,152

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.79

⁽¹²⁾

07/29/2014

Common Stock

400,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.85

⁽¹³⁾

07/28/2015

Common Stock

300,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 4.26

⁽¹⁴⁾

07/27/2016

Common Stock

500,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PAPADOPOULOS GREGORY M 4150 NETWORK CIRCLE SANTA CLARA, CA 95054			Executive Vice President & CTO

Signatures

/s/ Gregory M. Papadopoulos		02/21/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This option was granted under the Sun Microsystems, Inc. 1990 Long-Term Equity Incentive Plan.
(2)	This option vests and becomes exercisable in five equal annual installments of 58,800 shares beginning on April 15, 1999.
(3)	This option vests and becomes exercisable in five equal annual installments of 20,000 shares beginning on April 20, 2000.
(4)	This option vests and becomes exercisable in five equal annual installments of approximately 10,335 shares beginning on April 12, 2001.
(5)	This option vests and becomes exercisable in five equal annual installments of approximately 22,337 shares beginning on April 18, 2002.
(6)	This option vests and becomes exercisable in five equal annual installments of approximately 7,842 shares beginning on November 7, 2002.
(7)	This option vests and becomes exercisable in five equal annual installments of 8,957 shares beginning on November 7, 2002.
(8)	This option vests and becomes exercisable in five equal annual installments of 25 shares beginning on March 19, 2003.
(9)	This option vests and becomes exercisable in five equal annual installments of approximately 25,394 shares beginning on May 2, 2003.
(10)	This option vests and becomes exercisable in five equal annual installments of approximately 39,542 shares beginning on July 25, 2003.
(11)	This option vests and becomes exercisable in five equal annual installments of approximately 79,830 shares beginning on July 23, 2004.
(12)	This option vests and becomes exercisable in five equal annual installments of 80,000 shares beginning on July 29, 2005.
(13)	This option vests and becomes exercisable in five equal annual installments of 60,000 shares beginning on July 28, 2006.
(14)	This option vests and becomes exercisable in five equal annual installments of 100,000 shares beginning on July 27, 2007.
(15)	Includes 274,750 shares of unvested restricted stock.

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