X0303 4 2010-11-17 0 0000904978 SUN HEALTHCARE GROUP INC SUNHD 0001184159 MATHIES WILLIAM A 18831 VON KARMAN SUITE 400 IRVINE CA 92612 0 1 0 0 CEO and Chairman Common Stock 2010-11-17 4 A 0 19000 0 A 86523 D Common Stock 67250 I By Mathies Family Trust Option (Right to Buy) 10.55 2010-11-17 4 A 0 88300 0 A 2017-11-16 Common Stock 88300 88300 D Grant of stock units under the Issuer's 2009 Performance Incentive Plan (the "Plan"). Subject to the satisfaction of a performance requirement for the 2011 calendar year that will be established by the Issuer during the first 90 days of calendar 2011 in accordance with the provisions of the Plan applicable to performance based awards. The units vest at the rate of 25% on each of January 17, 2012 and November 17, 2012, 2013 and 2014. Promptly after vesting, the vested units will be paid on a one-for-one basis in shares of the Issuer's Common Stock. Consists of unvested restricted stock units that have not yet been paid in shares of the Issuer's Common Stock. Grant of stock options under the Issuer's 2009 Performance Incentive Plan (the "Plan"). The stock options become exercisable at the rate of 25% on each of November 17, 2011, 2012, 2013 and 2014. Michael T. Berg, Attorney in Fact 2010-11-19