X0202 4 2007-06-27 0 0000904978 SUN HEALTHCARE GROUP INC SUNH 0001145246 FOSTER MICHAEL J C/O RFE MANAGEMENT CORP. 36 GROVE STREET NEW CANAAN CT 06840 1 0 0 0 Common Stock 2007-06-27 4 S 0 142000 14.2542 D 328950 D Common Stock 2007-06-27 4 S 0 142000 14.2542 D 339691 D Common Stock 2007-06-28 4 S 0 115376 14.4972 D 213574 D Common Stock 2007-06-28 4 S 0 115376 14.4972 D 224315 D Common Stock 2007-06-28 4 S 0 9911 14.6005 D 214404 D Common Stock 4028 I See Footnotes Common Stock 4028 I See Footnotes Common Stock 2966 I See Footnotes Common Stock 2967 I See Footnotes Common Stock 1432 I See Footnotes Common Stock 1433 I See Footnotes Grant of restricted stock units to Michael J. Foster, a director of the Issuer. The units were originally awarded May 31, 2006 under the Issuer's 2004 Equity Incentive Plan, but were subject to the satisfaction of certain performance targets. On February 27, 2007, the Issuer's Compensation Committee determined the level that those performance targets were satisfied. The units vest at the rate of 25% on each of June 30, 2007 and May 31, 2008, 2009 and 2010 and, upon vesting, will be paid on a one-for-one basis in shares of the Issuer's Common Stock. Restricted stock units comprised of shares of Common Stock which are held by Michael J. Foster, a director of the Issuer, on behalf of RFE Investment Partners V, L.P. ("RFE V"), which restricted stock units may be deemed to be indirectly owned by RFE V RFE Associates V, L.P. ("RFE V Associates") is the general partner of RFE V. RFE Associates VI SBIC, LLC ("RFE Associates VI SBIC") is the general partner of RFE VI SBIC. RFE Investment Partners VI, L.P. ("RFE VI") is the sole member of RFE Associates VI SBIC. RFE Associates VI, LLC ("RFE Associates VI") is the general partner of RFE VI. RFE Management Corp. ("RFE Management") is an investment manager. Messrs. Michael J. Foster, Howard C. Landis and James A. Parsons are general partners and/or managing members of RFE Associates V and RFE Associates VI and officers and/or directors of RFE Management. RFE V and RFE VI SBIC cease to hold, in the aggregate, over 10% of the Issuer's Common Stock. As a result, such entities and the other entities and persons (other than Mr. Foster) have ceased to be reporting persons. Mr. Foster is also a director of the Issuer. Restricted stock units comprised of shares of Common Stock which are held by Michael J. Foster, a director of the Issuer, on behalf of RFE VI SBIC, L.P. ("RFE VI SBIC"), which restricted stock units may be deemed to be indirectly owned by RFE VI SBIC. Shares are held directly by RFE V. Shares are held directly by RFE VI SBIC. Grant of stock options to Michael J. Foster, a director of the Issuer. The options were originally awarded May 31, 2006 under the Issuers' 2004 Equity Incentive Plan, but were subject to the satisfaction of certain performance targets. On February 27, 2007, the Issuer's Compensation Committee determined the level that those performance targets were satisfied. The options vest at the rate of 25% on each of May 31, 2007, 2008, 2009 and 2010. Sale of shares pursuant to Rule 10b5-1 Plan adopted on December 8, 2006, as amended. /s/ James A. Parsons, by power of attorney, for Michael J. Foster 2007-06-29