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^*

GOODPASTER ROB L

(Last)

(First)

(Middle)

14160 DALLAS PARKWAY, SUITE 300

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL SENIOR LIVING CORP [ CSU ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President - Marketing

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2008

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	08/14/2008		M		21,678	A	$6.3	27,678⁽¹⁾	D
Common Stock	08/14/2008		S		10,020	D	$8.14	17,658	D
Common Stock	08/14/2008		S		1,200	D	$8.13	16,458	D
Common Stock	08/14/2008		S		1,000	D	$8.12	15,458	D
Common Stock	08/14/2008		S		4,558	D	$8.1	10,900	D
Common Stock	08/14/2008		S		4,900	D	$8.1	6,000	D
Common Stock	08/15/2008		M		14,322	A	$6.3	20,322⁽²⁾	D
Common Stock	08/15/2008		S		5,942	D	$8.2	14,380	D
Common Stock	08/15/2008		S		100	D	$8.21	14,280	D
Common Stock	08/15/2008		S		11,300	D	$8.34	2,980	D
Common Stock	08/15/2008		S		1,000	D	$8.36	1,980⁽³⁾	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)
Common Stock Option (right to purchase)	$6.3	08/14/2008		M			21,678	⁽⁴⁾	12/03/2013	Common Stock	21,678	⁽⁵⁾	19,442	D
Common Stock Option (right to purchase)	$6.3	08/15/2008		M			14,322	⁽⁴⁾	12/03/2013	Common Stock	14,322	⁽⁵⁾	5,120	D

Explanation of Responses:

1. Includes 21,678 options exercised on August 14, 2008 and 6,000 shares of restricted stock granted on July 1, 2005, 67% of which has vested in two installments of 34% and 33% on September 1, 2006 and November 1, 2007. The remaining 33% of the shares granted pursuant to the July 1, 2005 restricted stock grant will vest on January 1, 2009.

2. Includes 14,322 options exercised on August 15, 2008 and 6,000 shares of restricted stock granted on July 1, 2005 that vests as described in footnote 1.

3. Shares of restricted stock granted on July 1, 2005, which will vest on January 1, 2009.

4. The options vested in three installments of 33%, 33% and 34% on December 3, 2003, December 3, 2004 and February 10, 2005, respectively.

5. Granted on December 3, 2003 pursuant to the Capital Senior Living 1997 Omnibus Stock Incentive Plan.

	/s/ Rob L. Goodpaster	08/18/2008
	** 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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