X0305 4 2012-05-02 0 0001011064 SUNRISE SENIOR LIVING INC SRZ 0001468881 Richards C Marc 7900 WESTPARK DRIVE MCLEAN VA 22102 0 1 0 0 Chief Financial Officer Common Stock 2012-05-02 4 A 0 15778 0.00 A 123029 D Represents a grant of restricted stock units made on March 16, 2012 that was subject to stockholder approval of a 3 million share increase in the shares available for issuance under the Company's 2008 Omnibus Incentive Plan, as amended. Such stockholder approval was obtained on May 2, 2012. Each restricted stock unit represents a right to receive one share of Sunrise common stock. The restricted stock unit vests in three equal installments on March 16, 2013, March 16, 2014, and March 16, 2015, subject to continued employment on the applicable vesting date. /s/ C. Marc Richards 2012-05-03