| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SUNRISE SENIOR LIVING INC [ SRZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 12/22/2006 | G | 19,600 | D | $0.00 | 5,103,106 | D | |||
| Common Stock | 05/17/2010 | J/K(1)(2) | 300,000 | D | (1)(2) | 4,803,106 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Variable Prepaid Forward Contract (Put Equivalent Position) | (1)(2) | 05/17/2010 | J/K(1)(2) | 300,000 | 05/17/2010 | 05/17/2010 | Common Stock | 300,000 | $0.00 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On May 17, 2010, the reporting persons settled the first tranche of a prepaid variable forward contract (the "Contract") that was entered into on May 24, 2005 relating to the forward sale of up to an aggregate of 1,500,000 shares of common stock in 5 tranches. Under the first tranche of the Contract, the reporting persons received $5,902,893.75, and pledged 300,000 shares of common stock to secure their obligations thereunder. The reporting persons retained dividends and voting rights in the pledged shares during the term of the pledge. The terms of the first tranche provided that three business days after May 12, 2010 (the "Maturity Date"), the reporting persons would deliver to the counterparty to the Contract a number of shares of common stock (or, at the election of the reporting persons, the cash equivalent) based on the following: (continued in footnote 2) |
| 2. (a) If the closing price per share on the Maturity Date (the "Final Price") was equal to or less than $25.805 (the "Floor Price"), the reporting persons would deliver 300,000 shares; (b) If the Final Price was greater than the Floor Price but less than $38.7075 (the "Cap Price"), the reporting persons would deliver a number of shares equal to the Floor Price/Final Price x 300,000 shares; or (c) If the Final Price was equal to or greater than the Cap Price, the reporting persons would deliver a number of shares equal to the product of (i) 300,000 x (ii) the sum of (Floor Price/Final Price) + (Final Price - Cap Price/Final Price). On the Maturity Date, the Final Price was $5.11. Accordingly, the reporting persons transferred to the counterparty to the Contract the 300,000 pledged shares. |
| Remarks: |
| /s/ Paul J. Klaassen | 06/16/2010 | |
| /s/ Teresa M. Klaassen | 06/16/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||