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 *
MCNEALY SCOTT G
  2. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [JAVA]
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)
4150 NETWORK CIRCLE
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2010
(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 01/26/2010   D   34,054 (1) D (2) 211,475 (3) D  
Common Stock 01/26/2010   D   211,475 (3) D (4) 0 D  
Common Stock 01/26/2010   D   73,270 D (2) 0 I See footnote (5)
Common Stock 01/26/2010   D   11,262,816 D (2) 0 I See footnote (6)
Common Stock 01/26/2010   D   100,700 D (2) 0 I See footnote (7)
Common Stock 01/26/2010   D   1,887 D (2) 0 I See footnote (8)
Common Stock 01/26/2010   D   1,887 D (2) 0 I See footnote (8)
Common Stock 01/26/2010   D   1,887 D (2) 0 I See footnote (8)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 74.32 01/26/2010   D     375,000   (9) 04/18/2011 Common Stock 375,000 (10) 0 D  
Employee Stock Option (right to buy) $ 25.8 01/26/2010   D     50,000   (9) 05/02/2012 Common Stock 50,000 (10) 0 D  
Employee Stock Option (right to buy) $ 19.8 01/26/2010   D     525,000   (11) 04/27/2016 Common Stock 525,000 (10) 0 D  
Employee Stock Option (right to buy) $ 15.4 01/26/2010   D     375,000   (9) 07/23/2013 Common Stock 375,000 (10) 0 D  
Employee Stock Option (right to buy) $ 160 01/26/2010   D     250,000   (9) 04/12/2010 Common Stock 250,000 (10) 0 D  
Employee Stock Option (right to buy) $ 15.4 01/26/2010   D     225,000   (12) 07/28/2015 Common Stock 225,000 (10) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCNEALY SCOTT G
4150 NETWORK CIRCLE
SANTA CLARA, CA 95054
  X      

Signatures

 /s/ Craig D. Norris, attorney-in-fact   01/26/2010
**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) Includes 1,282 shares acquired under the JAVA employee stock purchase plan on November 13, 2009.
(2) Pursuant to the Merger Agreement between the Issuer and Oracle Corporation dated April 19, 2009 (the "Merger Agreement"), each share of JAVA common stock will be exchanged for $9.50 in cash.
(3) Shares are represented by restricted stock units.
(4) Pursuant to the Merger Agreement, each restricted stock unit will be assumed by Oracle and converted into a restricted stock unit for 0.3849 shares of Oracle common stock.
(5) Shares are held directly in a trust for which the reporting person and his spouse serve as trustees. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
(6) Shares are held directly in a trust for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
(7) Shares are held directly in a trust for which the reporting person's father-in-law serves as trustee and for which the reporting person's children are the beneficiaries. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
(8) Shares are held in a California Uniform Transfer to Minors Act account for the benefit of the reporting person's child and for which the reporting person's spouse serves as custodian. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
(9) The option is fully vested.
(10) Pursuant to the Merger Agreement, each option to purchase shares of JAVA common stock will be assumed by Oracle and converted into an option to purchase a number of shares of Oracle common stock equal to the number of shares of JAVA common stock subject to the option multiplied by 0.3849 rounded down to the nearest whole share. The exercise price per share for the assumed option will equal the JAVA per share exercise price divided by 0.3849.
(11) The option vests in five equal annual installments beginning on April 27, 2007.
(12) The option vests in five equal annual installments beginning on July 28, 2006.
 
Remarks:
This report on Form 4 is one of two reports which relates to the same transaction.

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