As filed with the Securities and Exchange Commission on March 15, 2012

REGISTRATION NO. 333-160606


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

AMENDMENT NO. 3
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(EXACT NAME OF  REGISTRANT AS SPECIFIED IN ITS CHARTER)
_______________________

Delaware
04-2461439
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(I.R.S. EMPLOYER IDENTIFICATION NO.)

One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481  (781) 237-6030
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
_______________________

Sandra M. DaDalt, Esq.
Assistant Vice President and Senior Counsel
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 1335
Wellesley Hills, Massachusetts 02481
(800) 786-5433
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
_______________________

Copies of Communications to:
Stephen E. Roth, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, D.C. 20004-2415
(202) 383-0158
______________________


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 
Large accelerated filer
□
Accelerated filer
□
         
 
Non-accelerated filer
R
Smaller reporting company
□


 
 
 



REMOVAL OF SECURITIES FROM REGISTRATION STATEMENT


This Amendment No. 3 to Form S-3 Registration Statement (File No. 333-160606) (the “Registration Statement”) is being filed pursuant to Item 512(a)(3) of Regulation S-K under the Securities Act of 1933, as amended, to remove from registration those securities of the Registrant that were previously registered by the Registration Statement and that were not sold in the offering.

The Registrant is issuing an endorsement (the “Endorsement”) to the Contract, effective March 19, 2012 (the “Effective Date”), that will eliminate any downward market value adjustment (“MVA”) that might be applied after the Effective Date to withdrawals or transfers out of Guarantee Periods (i.e., the fixed account investment options under the Contract). This ensures that, regardless of any changes in interest rates, if money is transferred or withdrawn from a Guarantee Period before it expires, the Registrant will not impose any MVA that would reduce the amount allocated to that Guarantee Period (“Guarantee Amount”). Consequently, a Contract Owner who withdraws or transfers money from a Guarantee Period before the end of its term will not receive less than the Guarantee Amount before the deduction of any applicable Contract charges. The Registrant will continue to apply any positive MVA that would increase the Contract’s Guarantee Amount.

Upon the issuance of the Endorsement, the Registrant considers the market value adjusted interests in Guarantee Periods under the Contract to no longer be securities and therefore will no longer file any amendments to the Registration Statement.

The Registrant does not intend to use the Registration Statement to sell any other securities. Therefore, the offering is being terminated as of the close of business on March 19, 2012 and the Registrant hereby removes from registration any securities that remain unsold under the Registration Statement as of that time and date, or such time and date as this Registration Statement becomes effective.



 
 
 


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.


ITEM 16. EXHIBITS

Exhibit No.
Description
   
(1)
Underwriting Agreement (Incorporated by reference from Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998)
   
( 4)(a)
Flexible Payment Deferred Combination Variable and Fixed Group Annuity Contract*
   
(4)(b)
Market Value Adjustment Endorsement *
   
(5)
Opinion regarding Legality. (Incorporated herein by reference to the Registration Statement on Form S-3, File No. 333-160606, filed on July 16, 2009)
   
(24)
Powers of Attorney*




 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Sun Life Assurance Company of Canada (U.S.), certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley Hills, Commonwealth of Massachusetts, on the 13th day of March, 2012.

 
Sun Life Assurance Company of Canada (U.S.)
 
(Registrant)
   
   
 
By:   /s/ Westley V. Thompson
 
       Westley V. Thompson
 
       President, SLF U.S.


Attest:
/s/ Sandra M. DaDalt
 
Sandra M. DaDalt
 
Assistant Vice President and Senior Counsel

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE
TITLE
DATE
     
     
/s/ Westley V. Thompson
President, SLF U.S. and Director
March 13, 2012
Westley V. Thompson
(Principal Executive Officer)
 
     
     
/s/ Larry R. Madge
Senior Vice President and Chief Financial Officer and
March 13, 2012
Larry R. Madge
Treasurer and Director
 
 
(Principal Financial Officer)
 
     
     
/s/ Michael K. Moran
Vice President and Controller
March 13, 2012
Michael K. Moran
(Principal Accounting Officer)
 
     
     
*By:  /s/ Sandra M. DaDalt
Attorney-in-Fact for:
March 13, 2012
Sandra M. DaDalt
Thomas A. Bogart, Director
 
 
Scott M. Davis, Director
 
 
Colm J. Freyne, Director
 

*  Sandra M. DaDalt  has signed this document on the indicated date on behalf of the Directors of the Registrant pursuant to powers of attorney duly executed by such persons and included herein as Exhibit 24.


 
 
 




EXHIBIT INDEX


Number
Description
   
(4)(a)
Flexible Payment Deferred Combination Variable and Fixed Group Annuity Contract
   
4(b)
Market Value Adjustment Endorsement
   
24
Powers of Attorney