SEC FORM 4

SEC Form 4

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^*

McDuffie Laura

(Last)

(First)

(Middle)

7900 WESTPARK DRIVE, T-900

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2012

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2012⁽¹⁾		M		2,500	A	$12.07⁽²⁾	113,614	D
Common Stock	11/14/2012⁽¹⁾		S		2,500	D	$14.3301	111,114	D
Common Stock	11/15/2012⁽¹⁾		M		20,000	A	$1.37⁽³⁾	131,114	D
Common Stock	11/15/2012⁽¹⁾		S		20,000	D	$14.29	111,114	D
Common Stock	11/15/2012⁽¹⁾		M		10,000	A	$0.77⁽⁴⁾	121,114	D
Common Stock	11/15/2012⁽¹⁾		S		10,000	D	$14.29	111,114	D
Common Stock	11/15/2012⁽¹⁾		M		20,000	A	$4.35⁽⁵⁾	131,114	D
Common Stock	11/15/2012⁽¹⁾		S		20,000	D	$14.29	111,114	D
Common Stock	11/15/2012⁽¹⁾		M		13,333	A	$3.37⁽⁶⁾	124,447	D
Common Stock	11/15/2012⁽¹⁾		S		13,333	D	$14.2906⁽⁷⁾	111,114	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$12.07	11/14/2012⁽¹⁾		M		2,500		11/15/2006	11/15/2012	Common Stock	2,500	$0.00	0	D
Employee Stock Option (Right to Buy)	$1.37	11/15/2012⁽¹⁾		M		20,000		⁽⁸⁾	12/23/2018	Common Stock	20,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$0.77	11/15/2012⁽¹⁾		M		10,000		⁽⁹⁾	02/25/2019	Common Stock	10,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$4.35	11/15/2012⁽¹⁾		M		20,000		⁽¹⁰⁾	11/04/2019	Common Stock	20,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$3.37	11/15/2012⁽¹⁾		M		13,333		⁽¹¹⁾	11/01/2020	Common Stock	13,333	$0.00	6,667	D

Explanation of Responses:

1. These transactions were effected for tax planning purposes.

2. The reporting person exercised an employee stock option to purchase 2,500 shares at an exercise price of $12.07 per share.

3. The reporting person exercised an employee stock option to purchase 20,000 shares at an exercise price of $1.37 per share.

4. The reporting person exercised an employee stock option to purchase 10,000 shares at an exercise price of $0.77 per share.

5. The reporting person exercised an employee stock option to purchase 20,000 shares at an exercise price of $4.35 per share.

6. The reporting person exercised a portion of an employee stock option to purchase 20,000 shares at an exercise price of $3.37 per share.

7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.29 to $14.295, inclusive. The reporting person undertakes to provide to Sunrise Senior Living, Inc. ("Sunrise"), any security holder of Sunrise, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

8. Represents an employee stock option to purchase 20,000 shares granted to the reporting person on December 23, 2008. The employee stock option to purchase 20,000 shares vested in three equal installments on December 23, 2009, December 23, 2010 and December 23, 2011.

9. Represents an employee stock option to purchase 10,000 shares granted to the reporting person on February 25, 2009. The employee stock option to purchase 10,000 shares vested in three equal installments on February 25, 2010, February 25, 2011 and February 25, 2012.

10. Represents an employee stock option to purchase 20,000 shares granted to the reporting person on November 4, 2009. The employee stock option to purchase 20,000 shares vested in three equal installments on November 4, 2010, November 4, 2011 and November 4, 2012.

11. Represents a portion of an employee stock option to purchase 20,000 shares granted to the reporting person on November 1, 2010. The employee stock option to purchase 20,000 shares vests in three equal installments on November 1, 2011, November 1, 2012 and November 1, 2013.

Remarks:

	/s/ Laura McDuffie	11/16/2012
	** 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 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).
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