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) 01/09/2013 | ||||||||||||||||||||||||||
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 | 01/09/2013 | D | 78,948(1) | D | $14.5(1) | 493,577 | D | |||
Common Stock | 01/09/2013 | D | 32,877(2) | D | $14.5(2) | 460,700 | D | |||
Common Stock | 01/09/2013 | D | 45,582(3) | D | $14.5(3) | 415,118 | D | |||
Common Stock | 01/09/2013 | D | 415,118(4) | D | $14.5(4) | 0 | D |
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 | ||||||||
Employee Stock Option (Right to Buy) | $3.94 | 01/09/2013 | D | 333,334 | (5) | 12/01/2021 | Common Stock | 333,334 | $10.56(5) | 0 | D |
Explanation of Responses: |
1. Shares of common stock which were disposed of in exchange for the right to receive $14.50 per share in cash pursuant to the Agreement and Plan of Merger, dated August 21, 2012, by and among Sunrise Senior Living, Inc., Brewer Holdco, Inc., Brewer Holdco Sub, Inc., Health Care REIT, Inc. and Red Fox, Inc. (the "Merger Agreement"). |
2. Restricted stock which was cancelled in exchange for the right to receive $14.50 per share in cash pursuant to the Merger Agreement. This restricted stock vested automatically immediately prior to the consummation of the merger on January 9, 2013 in accordance with the terms of the Merger Agreement. |
3. Restricted stock units which were cancelled in exchange for the right to receive $14.50 per share in cash pursuant to the Merger Agreement. These restricted stock units vested automatically immediately prior to the consummation of the merger on January 9, 2013 in accordance with the terms of the Merger Agreement. |
4. Performance units which were cancelled in exchange for the right to receive $14.50 per share in cash pursuant to the Merger Agreement. Performance units covering 2011-2013 vested automatically at the maximum level immediately prior to the consummation of the merger on January 9, 2013 in accordance with the terms of the Merger Agreement. Performance units covering 2012-2014 vested automatically at the target level immediately prior to the consummation of the merger on January 9, 2013 in accordance with the terms of the Merger Agreement. |
5. This stock option, which provided for vesting in three equal annual installments beginning on December 1, 2011, was cancelled in exchange for the right to receive the difference between the exercise price of the option and $14.50 per share in cash pursuant to the Merger Agreement. These options vested automatically immediately prior to the consummation of the merger on January 9, 2013 in accordance with the terms of the Merger Agreement. |
Remarks: |
/s/ Mark S. Ordan | 01/11/2013 | |
** 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. |