X0303 4 2010-11-15 0 0001492298 Sabra Health Care REIT, Inc. SBRA 0001184158 MATROS RICHARD K C/O SABRA HEALTH CARE REIT, INC. 18500 VON KARMAN, SUITE 550 IRVINE CA 92612 1 1 0 0 Chairman, CEO & President Common Stock 2010-11-15 4 J 0 74715 A 74715 D Common Stock 2010-11-15 4 J 0 154994 A 154994 I By R&A Matros Revocable Trust Employee Stock Option (Right to Buy) 11.99 2010-11-15 4 J 0 45657 A 2011-05-18 Common Stock 45657 45657 D Employee Stock Option (Right to Buy) 12.34 2010-11-15 4 J 0 41640 A 2012-05-18 Common Stock 41640 41640 D Employee Stock Option (Right to Buy) 14.37 2010-11-15 4 J 0 32477 A 2013-05-30 Common Stock 32477 32477 D Employee Stock Option (Right to Buy) 21.63 2010-11-15 4 J 0 44580 A 2014-03-14 Common Stock 44580 44580 D Employee Stock Option (Right to Buy) 21.83 2010-11-15 4 J 0 114285 A 2015-03-16 Common Stock 114285 114285 D Employee Stock Option (Right to Buy) 17.31 2010-11-15 4 J 0 85714 A 2016-03-16 Common Stock 85714 85714 D Employee Stock Option (Right to Buy) 17.17 2010-11-15 4 J 0 85714 A 2017-03-23 Common Stock 85714 85714 D Pursuant to a merger (the "Merger") of Sun Healthcare Group, Inc. ("Old Sun") with and into the Issuer, a wholly owned subsidiary of Old Sun immediately prior to the Merger, which Merger became effective on November 15, 2010 and is exempt under Rule 16b-7, each stockholder of Old Sun received one share of common stock of the Issuer in exchange for every three shares of common stock of Old Sun held by such stockholder at the effective time of the Merger. Consists of unvested restricted stock units that, upon vesting, will be paid on a one-for-one basis in shares of the Issuer's Common Stock. Received in the Merger in exchange for an employee stock option to acquire 79,900 shares of Old Sun common stock for $6.85 per share. The option became exercisable at the rate of 25% on each of May 19, 2005, 2006, 2007 and 2008. Received in the Merger in exchange for an employee stock option to acquire 72,870 shares of Old Sun common stock for $7.05 per share. The option became exercisable at the rate of 25% on each of May 19, 2006, 2007, 2008 and 2009. Received in the Merger in exchange for an employee stock option to acquire 56,835 shares of Old Sun common stock for $8.21 per share. The option became exercisable at the rate of 25% on each of May 31, 2007, 2008, 2009 and 2010. Received in the Merger in exchange for an employee stock option to acquire 78,016 shares of Old Sun common stock for $12.36 per share. The option became exercisable as to 33,435 shares in equal installments on each of March 15, 2008, 2009 and 2010, and becomes exercisable as to the remaining 11,145 shares on March 15, 2011. Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of Old Sun common stock for $12.47 per share. The option became exercisable as to 57,142 shares in equal installments on each of March 15, 2009 and 2010, and becomes exercisable as to the remaining 57,143 shares in equal installments on each of March 15, 2011 and 2012. Received in the Merger in exchange for an employee stock option to acquire 150,000 shares of Old Sun common stock for $9.89 per share. The option became exercisable as to 21,428 shares on March 15, 2010, and becomes exercisable as to the remaining 64,286 shares in equal installments on each of March 15, 2011, 2012 and 2013. Received in the Merger in exchange for an employee stock option to acquire 150,000 shares of Old Sun common stock for $9.81 per share. The option becomes exercisable at the rate of 25% on each of March 15, 2011, 2012, 2013 and 2014. /s/ Nikole M. Kingston as Attorney-in-Fact 2010-11-17