SEC FORM 4

SEC Form 4

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
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^*

Fulton Tricia L

(Last)

(First)

(Middle)

1500 WEST UNIVERSITY PARKWAY

(Street)

SARASOTA

34243

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUN HYDRAULICS CORP [ SNHY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

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)
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								62,258.1367⁽¹⁾	D
Common Stock								5,426.04	I⁽²⁾	BY ESOP TRUST

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	$0⁽³⁾	02/22/2019		A		5,162.5		⁽⁴⁾	⁽⁴⁾	Common Stock	5,162.5	$0	5,162.5	D
Restricted Stock Units	$0⁽⁵⁾	02/22/2019		A		5,162.5		⁽⁶⁾	⁽⁶⁾	Common Stock	5,162.5	$0	5,162.5	D

Explanation of Responses:

1. Includes shares purchased through the Sun Hydraulics Corporation Employee Stock Purchase Plan (140.0625 during the quarter ended September 29, 2018, and 26.944 during the quarter ended December 29, 2018).

2. Reflects allocations of shares under the Sun Hydraulics Corporation Employee Stock Ownership Plan.

3. Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 150% of one share of Sun Hydraulics common stock (Common Stock). The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the first day of the Company's fiscal year ending December 28, 2019 and ending on the last day of the Company's fiscal year ending January 1, 2022.

4. Unless earlier forfeited under the terms of the performance-based RSU, each performance-based RSU vests and converts into no more than 150% of one share of Common Stock after the determination of the achievement of the performance goals during the three-year performance period ending on the last day of the Company's fiscal year ending January 1, 2022.

5. Each RSU represents the right to receive, following vesting, one share of Common Stock.

6. Unless earlier forfeited under the terms of the RSU, 33-1/3% of the awards vest and convert into Common Stock on each anniversary of the grant date.

	Gregory C. Yadley, as Attorney-in-Fact for TRICIA L. FULTON	02/26/2019
	** Signature of Reporting Person	Date
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