Form 4 MacGowan William N For: Jul 28 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MacGowan William N

(Last)

(First)

(Middle)

4150 NETWORK CIRCLE

(Street)

SANTA CLARA

CA

95054

(City)

(State)

(Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
Chief HR Officer & EVP

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2009

4. If Amendment, Date of 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

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	07/28/2009		F		734	D	$ 9.2	103,008 ⁽²⁾	D

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 65

⁽¹⁾

06/13/2009

Common Stock

1,250

1,250

D

Employee Stock Option (Right to Buy)

$ 31.64

⁽¹⁾

09/27/2009

Common Stock

4,500

4,500

D

Employee Stock Option (Right to Buy)

$ 50.36

⁽¹⁾

11/07/2009

Common Stock

7,500

7,500

D

Employee Stock Option (Right to Buy)

$ 50.36

⁽¹⁾

11/07/2009

Common Stock

7,500

7,500

D

Employee Stock Option (Right to Buy)

$ 36.56

⁽¹⁾

03/19/2010

Common Stock

50

50

D

Employee Stock Option (Right to Buy)

$ 36.56

⁽¹⁾

03/19/2010

Common Stock

3,750

3,750

D

Employee Stock Option (Right to Buy)

$ 14.8

⁽¹⁾

07/25/2010

Common Stock

10,000

10,000

D

Employee Stock Option (Right to Buy)

$ 16.8

⁽¹⁾

05/21/2011

Common Stock

7,500

7,500

D

Employee Stock Option (Right to Buy)

$ 16.832

⁽¹⁾

11/13/2011

Common Stock

10,000

10,000

D

Employee Stock Option (Right to Buy)

$ 15.6

⁽¹⁾

04/30/2012

Common Stock

75,000

75,000

D

Employee Stock Option (Right to Buy)

$ 15.16

⁽¹⁾

07/29/2012

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$ 15.4

⁽¹⁾

07/28/2013

Common Stock

75,000

75,000

D

Employee Stock Option (Right to Buy)

$ 17.04

⁽¹⁾

07/27/2016

Common Stock

100,000

100,000

D

Employee Stock Option (Right to Buy)

$ 20.4

⁽¹⁾

07/31/2017

Common Stock

100,000

100,000

D

Explanation of Responses:
1. This option vests and becomes exercisable in five equal annual installments beginning on the first anniversary of the date of grant.
2. This includes 95,656 shares of unvested restricted stock units.
Remarks: Exhibit List Exhibit 24 - Power of Attorney

	/s/ Craig D. Norris, Attorney-In-Fact	07/28/2009
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.HTM

rrd223258_252219.html

LIMITED POWER OF ATTORNEY

For Section 16 Reporting

      The undersigned, as a Section 16 reporting person of Sun Microsystems, Inc. (the "Company"), 
hereby constitutes and appoints Michael A. Dillon in his role and capacity as corporate secretary, Brian 
M. Martin and Craig D. Norris in their roles and capacities as corporate assistant secretaries, and each 
of them, the undersigned's true and lawful attorney-in-fact to: 

1.complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as 
such attorney-in-fact shall in his discretion determine to be required or advisable 
pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the 
rules and regulations promulgated thereunder, or any successor laws and regulations, as 
a consequence of the undersigned's ownership, acquisition or disposition of securities of 
the Company; and

2.do all acts necessary in order to file such forms with the Securities and Exchange 
Commission, any securities exchange or national association, the Company and such 
other person or agency as the attorney-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do 
or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the 
Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the 
Securities Exchange Act of 1934 (as amended).

      This Limited Power of Attorney shall remain in full force and effect until the undersigned is no 
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions 
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing 
delivered to the Company and the foregoing attorneys-in-fact. 
      
      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be 
executed as of this 11th day of May, 2006.


Signature: 

Print Name:  William N. MacGowan

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