Sec Form 4 Filing - CARLSON CAPITAL L P @ SUNRISE SENIOR LIVING INC - 2012-11-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CARLSON CAPITAL L P
2. Issuer Name and Ticker or Trading Symbol
SUNRISE SENIOR LIVING INC [ SRZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2100 MCKINNEY AVE, STE 1800
3. Date of Earliest Transaction (MM/DD/YY)
11/27/2012
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share (the "Common Stock") 11/27/2012 S 112,900 D $ 14.3615 6,160,458 I See footnotes ( 1 ) ( 2 )
Common Stock 11/27/2012 S 3,400 D $ 14.3607 6,157,058 I See footnotes ( 1 ) ( 2 )
Common Stock 11/28/2012 S 91,500 D $ 14.3103 6,065,558 I See footnotes ( 1 ) ( 2 )
Common Stock 11/28/2012 S 8,500 D $ 14.31 6,057,058 I See footnotes ( 1 ) ( 2 )
Common Stock 11/28/2012 S 75,300 D $ 14.32 5,981,758 I See footnotes ( 1 ) ( 2 )
Common Stock 11/28/2012 S 22,500 D $ 14.3401 5,959,258 I See footnotes ( 1 ) ( 2 )
Common Stock 11/28/2012 S 3,700 D $ 14.3142 5,955,558 I See footnotes ( 1 ) ( 2 )
Common Stock 11/29/2012 S 6,200 D $ 14.3457 5,949,358 I See footnotes ( 1 ) ( 2 )
Common Stock 11/29/2012 S 50,000 D $ 14.3709 5,899,358 I See footnotes ( 1 ) ( 2 )
Common Stock 11/29/2012 S 7,781 D $ 14.3376 5,891,577 I See footnotes ( 1 ) ( 2 )
Common Stock 11/29/2012 S 142,219 D $ 14.3377 5,749,358 I See footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARLSON CAPITAL L P
2100 MCKINNEY AVE
STE 1800
DALLAS, TX75201
X
Black Diamond Offshore Ltd.
2100 MCKINNEY AVENUE
SUITE 1800
DALLAS, TX75201
X
Double Black Diamond Offshore Ltd
2100 MCKINNEY AVENUE
SUITE 1800
DALLAS, TX75201
X
Black Diamond Relative Value Offshore Ltd.
2100 MCKINNEY AVENUE
SUITE 1800
DALLAS, TX75201
X
Asgard Investment Corp.
2100 MCKINNEY AVENUE
SUITE 1800
DALLAS, TX75201
X
Carlson Clint Duane
2100 MCKINNEY AVENUE
SUITE 1800
DALLAS, TX75201
X
Signatures
Carlson Capital, L.P., By: /s/ Clint D. Carlson, President 11/29/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Common Stock to which this relates are held directly by Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore"), Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), Black Diamond Relative Value Offshore Ltd., a Cayman Islands exempted company ("Relative Value Offshore" and together with Offshore and Double Offshore, the "Funds") and three managed accounts (collectively, the "Accounts").
( 2 )Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital") serves as the investment manager to, and has the power to direct the affairs of, the Funds. Asgard Investment Corp., a Delaware corporation ("Asgard") serves as the indirect general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard and Carlson Capital. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.

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