8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 4, 2015

SUFFOLK BANCORP

(Exact name of registrant as specified in its charter)

New York                                                000-13580                                                    11-2708279

(State or other jurisdiction of                  (Commission File Number)               (IRS Employer Identification No.)

incorporation)

4 West Second Street, Riverhead, New York 11901

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (631) 208-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 4, 2015, Suffolk Bancorp (the "Company") provided written notice to the NASDAQ Stock Market ("NASDAQ") that it expects to voluntarily cease trading of its common stock on NASDAQ effective as of the close of market on December 17, 2015, and intends to transfer its listing to the New York Stock Exchange (the "NYSE"). The Company's common stock has been approved for listing on the NYSE and is expected to begin trading on the NYSE on December 18, 2015 under SCNB, its new ticker symbol.

The press release issued by the Company on December 4, 2015 announcing the foregoing is attached herewith as Exhibit 99.1 and incorporated herein by reference.

Item 5.05 - Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

In connection with the transfer of the listing of the Company's common stock to the NYSE described in Item 3.01, the Company amended its Code of Business Conduct and Ethics, to be effective December 18, 2015, to comply with the listing rules of the NYSE.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 99.1 Press release issued by the Company on December 4, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUFFOLK BANCORP
Date: December 4, 2015	By:	/s/ Brian K. Finneran
		Brian K. Finneran
		Executive Vice President & Chief Financial Officer

INDEX OF EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press release issued by the Company on December 4, 2015

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

_____________________________________________________________________________________________________________________________________________________

FOR IMMEDIATE RELEASE Investor and Press Contact: Brian K. Finneran                                   Executive Vice President &                                   Chief Financial Officer                                   (631) 208-2400 4 West Second Street Riverhead, NY 11901 (631) 208-2400 (Voice) - (631) 727-3214 (FAX) invest@suffolkbancorp.com  

SUFFOLK BANCORP ANNOUNCES TRANSFER TO NEW YORK STOCK EXCHANGE

 AND CHANGE IN TICKER SYMBOL

Riverhead, New York, December 4, 2015 — Suffolk Bancorp (the "Company") today announced that it is transferring the listing of its common stock to the New York Stock Exchange (the "NYSE") from the NASDAQ Stock Market ("NASDAQ") and changing its ticker symbol to SCNB from SUBK. The Company's common stock will begin trading on the NYSE on December 18, 2015 under SCNB, its new ticker symbol. The stock will continue to trade on NASDAQ under the ticker symbol SUBK until the transfer is complete.

President & CEO Howard C. Bluver stated: "As we accelerate our expansion into the boroughs of New York City, we are pleased to be joining the NYSE's line-up of great companies. We expect all of our stockholders to benefit from the state of the art trading systems at the NYSE."

"Suffolk Bancorp is a great addition to our community of the world's leading financial companies," said NYSE President Tom Farley.  "We look forward to a long-standing relationship with Suffolk Bancorp and welcome the opportunity to support the company's continued growth."

Corporate Information

Suffolk Bancorp is a one-bank holding company engaged in the commercial banking business through Suffolk County National Bank, a full service commercial bank headquartered in Riverhead, New York and Suffolk Bancorp's wholly owned subsidiary. Organized in 1890, the Bank has 27 branch offices in Nassau, Suffolk and Queens Counties, New York. For more information about the Bank and its products and services, please visit www.scnb.com.

Safe Harbor Statement Pursuant to the Private Securities Litigation Reform Act of 1995

Certain statements contained in this discussion are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These can include remarks about the Company, the banking industry, the economy in general, expectations of the business environment in which the Company operates, projections of future performance, and potential future credit experience. These remarks are based upon current management expectations, and may, therefore, involve risks and uncertainties that cannot be predicted or quantified, that are beyond the Company's control and that could cause future results to vary materially from the Company's historical performance or from current expectations. These remarks may be identified by such forward-looking statements as "should," "expect," "believe," "view," "opportunity," "allow," "continues," "reflects," "typically," "usually," "anticipate," or similar statements or variations of such terms. Factors that could affect the Company include particularly, but are not limited to: increased capital requirements mandated by the Company's regulators; the Company's ability to raise capital; competitive factors, including price competition; changes in interest rates; increases or decreases in retail and commercial economic activity in the Company's market area; variations in the ability and propensity of consumers and businesses to borrow, repay, or deposit money, or to use other banking and financial services; results of regulatory examinations or changes in law, regulations or regulatory practices; the Company's ability to attract and retain key management and staff; any failure by the Company to maintain effective internal control over financial reporting; larger-than-expected losses from the sale of assets; and the potential that net charge-offs are higher than expected or for further increases in our provision for loan losses. Further, it could take the Company longer than anticipated to implement its strategic plans to increase revenue and manage non-interest expense, or it may not be possible to implement those plans at all. Finally, new and unanticipated legislation, regulation, or accounting standards may require the Company to change its practices in ways that materially change the results of operations. We have no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document. For more information, see the risk factors described in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.