UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
 PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
 
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale
or executing a sale directly with a market maker
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SEC USE ONLY
 
DOCUMENT SEQUENCE NO.
  
CUSIP NUMBER
  
1 (a) NAME OF ISSUER (Please type or print)

Sun Life Financial Inc.
(b) IRS IDENT. NO.

Not Applicable
(c) S.E.C. FILE NO.

001-15014
WORK LOCATION
  
1 (d) ADDRESS OF ISSUER                                                                                              STREET                                            CITY STATEZIP CODE
(e) TELEPHONE NO.

150 King Street, 6th Floor, Toronto Ontario, Canada M5H IJ9
AREA CODE

416
NUMBER

979-4800
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES
         ARE TO BE SOLD
Stephen C. Peacher
  
  
(b) RELATIONSHIP
      TO ISSUER
Officer
  
(c) ADDRESS STREET                                                    CITY                          STATE                  ZIP CODE
    
c/o Sun Life Financial, SC 2335, One Sun Life Executive Park,
Wellesley Hills, Massachusetts
  

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities
 To Be Sold
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
 who is Acquiring the Securities
Broker-Dealer
 File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
 (MO.  DAY  YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Common
 Shares
Canaccord Genuity, Inc.
99 High Street, 12th Floor
 Boston, MA 02110
  
71,574
2,866,326
612,333,824
02-23-2016
TSX
               
               
INSTRUCTIONS:

1. (a) Name of issuer
3. (a) Title of the class of securities to be sold
    (b) Issuer's I.R.S. Identification Number
    (b) Name and address of each broker through whom the securities are intended to be sold
    (c) Issuer's S.E.C. file number, if any
    (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
    (d) Issuer's address, including zip code
    (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
    (e) Issuer's telephone number, including area code
    (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown          by the most recent report or statement published by the issuer
2. (a) Name of person for whose account the securities are to be sold
    (f) Approximate date on which the securities are to be sold
    (b) Such person's relationship to the issuer (e.g., officer, director, 10%
          stockholder, or member of immediate family of any of the foregoing)
    (g) Name of each securities exchange, if any, on which the securities are intended to be sold
   (c) Such person's address, including zip code
  
TABLE I ‑ SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of
 the Class
Date you
 Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
 Securities Acquired
Date of
 Payment
Nature of Payment
Common
 Shares
  
Stock Option Exercise
Sun Life Financial Inc.
71,574
02-23-2016
Cash
 
INSTRUCTIONS:    If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
    
TABLE II ‑ SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
 Securities Sold
Gross Proceeds
         
REMARKS:

INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b-5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

                            02-23-2016                                       
                         /s/ Stephen C. Peacher                                                                   
DATE OF NOTICE
(SIGNATURE)
   
                                                                         
DATE OF PLAN OR GIVING OF INSTRUCTION,    
 IF RELYING ON RULE 10B5-1                
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)