SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McDuffie Laura

(Last)

(First)

(Middle)

7900 WESTPARK DRIVE, T-900

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2012

3. Issuer Name and Ticker or Trading Symbol
SUNRISE SENIOR LIVING INC [ SRZ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Operations

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,580	D
Common Stock	2,007⁽¹⁾	D
Common Stock	16,059⁽²⁾	D
Common Stock	20,000⁽³⁾	D
Common Stock	50,000⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁵⁾	11/15/2012	Common Stock	2,500	$12.07	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/23/2018	Common Stock	20,000	$1.37	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/25/2019	Common Stock	10,000	$0.77	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/04/2019	Common Stock	20,000	$4.35	D
Employee Stock Option (right to buy)	⁽⁷⁾	11/01/2020	Common Stock	20,000	$3.37	D

Explanation of Responses:

1. Represents performance units earned for 2011. Each earned performance unit represents a right to receive one share of Sunrise common stock. Vesting of the earned performance units is subject to the reporting person remaining employed by Sunrise through June 1, 2014.

2. Represents a grant of restricted stock units. Each restricted stock unit represents a right to receive one share of Sunrise common stock. The restricted stock units vest in three equal installments beginning on the first anniversary of the June 1, 2011 grant date, subject to continued employment on the applicable vesting date.

3. Represents a restricted stock grant. The restricted stock vests in three equal installments beginning on the first anniversary of the February 28, 2012 grant date, subject to continued employment on the applicable vesting date.

4. Represents a restricted stock grant. The restricted stock vests in two equal installments on November 1, 2012 and November 1, 2013, subject to continued employment on the applicable vesting date.

5. This option is presently exercisable.

6. This option is exercisable in three equal annual installments. The first two installments became exercisable on November 4, 2010 and November 4, 2011, and the remaining installment will become exercisable on November 4, 2012, subject to continued employment on that date.

7. This option is exercisable in three equal annual installments. The first installment became exercisable on November 1, 2011, and the next two installments become exercisable on November 1, 2012 and November 1, 2013 subject to continued employment on the applicable date.

Remarks:

	/s/ Laura McDuffie	03/12/2012
	** 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 5 (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.