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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
SUN HEALTHCARE GROUP INC [ SUNH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/14/2011 | A(1) | 14,812 | A | $0 | 58,008(2) | D | |||
Common Stock | 17,374 | I | By Newman Trust | |||||||
Common Stock | 03/15/2011 | F(3) | 6,852 | D | $13.615 | 43,331(4) | D | |||
Common Stock | 03/15/2011 | M(5) | 12,056 | A | $8.5 | 43,331(4) | D | |||
Common Stock | 03/15/2011 | F(6) | 9,641 | D | $13.615 | 43,331(4) | D | |||
Common Stock | 27,614 | I | By Newman Trust |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to Buy) | $8.5 | 03/15/2011 | M | 12,056 | (7) | 05/18/2012 | Common Stock | 12,056 | $0 | 0 | D |
Explanation of Responses: |
1. Grant of restricted stock units under the Issuer's 2009 Performance Incentive Plan. The units vest at the rate of 25% on each of April 15, 2012 and March 15, 2013, 2014 and 2015 and, upon vesting, will be paid on a one-for-one basis in shares of the Issuer's Common Stock. |
2. Includes 57,175 unvested restricted stock units that have not yet been paid in shares of the Issuer's common stock. |
3. Mr. Newman elected to pay a tax liability arising upon the vesting of his restricted stock unit awards by having the Issuer withhold shares that would have otherwise been issued to Mr. Newman. The shares that were withheld had a value equal to the tax liability. The shares that were issued to Mr. Newman were transferred to his Family Trust. |
4. Includes 42,498 restricted stock units that have not yet been paid in shares of the Issuer's common stock. |
5. The shares of common stock issued to Mr. Newman upon exercise of his stock option were transferred to his Family Trust. |
6. Mr. Newman elected to pay the exercise price and tax liability arising upon the exercise of his stock options by having the Issuer withhold shares that would have otherwise been issued to Mr. Newman. The shares that were withheld had a value equal to the exercise price and tax liability. |
7. The option became exercisable in full since May 19, 2009. |
Michael T. Berg, Attorney in Fact | 03/16/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |