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 ^*

Grantham Donald C

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)
EVP, Global Sales & Services

(Last)

(First)

(Middle)

4150 NETWORK CIRCLE

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2007

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								142,355 ⁽¹³⁾	D

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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⁾

$ 28.0782

⁽²⁾

11/10/2007

Common Stock

28,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 40

⁽²⁾

04/12/2008

Common Stock

14,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 50.9375

⁽²⁾

10/11/2008

Common Stock

30,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 18.58

⁽²⁾

04/18/2009

Common Stock

20,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 16.25

⁽²⁾

06/13/2009

Common Stock

20,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 7.91

⁽²⁾

09/27/2009

Common Stock

15,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 12.59

⁽²⁾

11/07/2009

Common Stock

20,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 12.59

⁽²⁾

11/07/2009

Common Stock

20,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 9.14

⁽²⁾

03/19/2010

Common Stock

200

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 9.14

⁽²⁾

03/19/2010

Common Stock

20,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 9.14

⁽²⁾

03/19/2010

Common Stock

50,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 7.07

⁽²⁾

05/14/2010

Common Stock

50,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.7

⁽³⁾

07/25/2010

Common Stock

6,000

1,200

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.7

⁽⁴⁾

07/25/2010

Common Stock

75,000

15,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 4.2

⁽⁵⁾

05/21/2011

Common Stock

20,000

8,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 4.2

⁽⁶⁾

05/21/2011

Common Stock

45,000

18,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 4.208

⁽⁷⁾

11/13/2011

Common Stock

50,000

20,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.94

⁽⁸⁾

09/17/2012

Common Stock

60,000

36,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 4.12

⁽⁹⁾

01/27/2013

Common Stock

150,000

90,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.44

⁽¹⁰⁾

04/28/2013

Common Stock

250,000

200,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 3.85

⁽¹¹⁾

07/28/2013

Common Stock

300,000

240,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 4.95

⁽¹²⁾

04/27/2016

Common Stock

500,000

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 5.1

07/31/2007

500,000

⁽¹⁴⁾

07/31/2017

Common Stock

500,000

$ 0

500,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Grantham Donald C 4150 NETWORK CIRCLE SANTA CLARA, CA 95054			EVP, Global Sales & Services

Signatures

/s/ Donald C. Grantham		08/01/2007
^**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)	Immediately.
(3)	This option vests and becomes exercisable in five equal annual installments of 12,000 shares beginning on July 25, 2003.
(4)	This option vests and becomes exercisable in five equal annual installments of 15,000 shares beginning on July 25, 2003.
(5)	This option vests and becomes exercisable in five equal annual installments of 4,000 shares beginning on May 21, 2004.
(6)	This option vests and becomes exercisable in five equal annual installments of 9,000 shares beginning on May 21, 2004.
(7)	This option vests and becomes exercisable in five equal annual installments of 10,000 shares beginning on November 13, 2004.
(8)	This option vests and becomes exercisable in five equal annual installments of 12,000 shares beginning on September 17, 2005.
(9)	This option vests and becomes exercisable in five equal annual installments of 30,000 shares beginning on January 27, 2006.
(10)	This option vests and becomes exercisable in five equal annual installments of 50,000 shares beginning on April 28, 2006.
(11)	This option vests and becomes exercisable in five equal annual installments of 60,000 shares beginning on July 28, 2006.
(12)	This option vests and becomes exercisable in five equal annual installments of 100,000 shares beginning on April 27, 2007.
(13)	Includes 124,500 shares of unvested restricted stock.
(14)	This option vests and becomes exercisable in five equal annual installments of 100,000 shares beginning on July 31, 2008.

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