Edgar Filing: HAYES JOHN J

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 ^*

HAYES JOHN J

2. Issuer Name and Ticker or Trading Symbol
SUNAIR ELECTRONICS INC [SNR]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

SUNAIR ELECTRONICS, INC., 3005 S.W. THIRD AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2005

(Street)

FORT LAUDERDALE, FL 33315

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Right to Buy Common Stock ⁽¹⁾

⁽²⁾

08/08/2005

290,800

08/08/2005

08/08/2006

Common Stock

290,800

$ 0

290,800

By Partnership

Right to Buy Warrants ⁽¹⁾

⁽²⁾

08/08/2005

145,400

08/08/2005

08/08/2006

Warrants ⁽³⁾

145,400

$ 0

145,400

By Partnership

Right to Buy Warrants ⁽¹⁾

⁽²⁾

08/08/2005

145,400

08/08/2005

08/08/2006

Warrants ⁽⁴⁾

145,400

$ 0

145,400

By Partnership

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAYES JOHN J SUNAIR ELECTRONICS, INC. 3005 S.W. THIRD AVENUE FORT LAUDERDALE, FL 33315			President and CEO

Signatures

/s/ John J. Hayes		11/04/2005
^**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)	Commencing on August 8, 2005 and ending on the first anniversary thereafter, Mr. Hayes, as a limited partner of Coconut Palm Capital Investors II, Ltd. (the "Partnership"), has the right to redeem his limited partnership interests in the Partnership for the reported securities at any time.
(2)	Mr. Hayes would be required to pay the Partnership $250.00, in the event he elects to redeem his limited partnership interests in the Partnership.
(3)	In the event Mr. Hayes redeems his limited partnership interests in the Partnership, he will acquire warrants to purchase 145,400 shares of common stock at an exercise price of $6 per share, which will be immediately exercisable and will expire on February 2, 2008.
(4)	In the event Mr. Hayes redeems his limited partnership interests in the Partnership, he will acquire warrants to purchase 145,400 shares of common stock at an exercise price of $7 per share, which will be immediately exercisable and will expire on February 2, 2010.

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