X0306 4 2012-11-16 1 0000904978 SUN HEALTHCARE GROUP INC SUNH 0001184159 MATHIES WILLIAM A 18831 VON KARMAN SUITE 400 IRVINE CA 92612 1 1 0 0 CEO and Chairman Common Stock 2012-11-16 4 G 0 1781 8.425 D 144464 I Mathies Family Trust Common Stock 2012-12-01 4 D 0 245111 8.5 D 0 D Common Stock 2012-12-01 4 D 0 144464 8.5 D 0 I Mathies Family Trust Included 24,230 shares that were issued to Mr. Mathies upon the vesting of his restricted stock units which Mr. Mathies transferred to his Family Trust since the date of his most recent Form 4. Consisted of 89,111 unvested stock units that had not yet been paid in shares of the Issuer's common stock and 156,000 unvested restricted stock awards. Pursuant to the Agreement and Plan of Merger, dated as of June 20, 2012, by and among Genesis Healthcare, LLC, Jam Acquisition LLC and Sun Healthcare Group, Inc., Sun's common stock was converted into the right to receive $8.50 per share in cash and the restricted stock units were cancelled and converted into the right to receive $8.50 per unit in cash. Michael T. Berg, Attorney in Fact 2012-12-03