Sec Form 4 Filing - NEEB D GREGORY @ SUNRISE SENIOR LIVING INC - 2012-11-14

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 NEEB D GREGORY 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Investment & Adm Officer (Last) (First) (Middle) 7900 WESTPARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2012 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 11/14/2012( 1 ) M 21,697 A $ 1.37 ( 2 ) 186,699 D Common Stock 11/14/2012( 1 ) S 21,697 D $ 14.3001 ( 3 ) 165,002 D Common Stock 11/15/2012( 1 ) M 62,464 A $ 1.37 ( 4 ) 227,466 D Common Stock 11/15/2012( 1 ) S 62,464 D $ 14.3 ( 5 ) 165,002 D

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 O wned 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 Employee Stock Option (Right to Buy) $ 1.37 11/14/2012( 1 ) M 21,697 ( 6 ) 12/23/2018 Common Stock 21,697 $ 0 356,303 D Employee Stock Option (Right to Buy) $ 1.37 11/15/2012( 1 ) M 62,464 ( 6 ) 12/23/2018 Common Stock 62,464 $ 0 293,839 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEEB D GREGORY 7900 WESTPARK DRIVE MCLEAN, VA22102 Chief Investment & Adm Officer Signatures /s/ D. Gregory Neeb 11/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions were effected for tax planning purposes. ( 2 )The reporting person exercised an employee stock option to purchase 21,697 shares at an exercise price of $1.37 per share. ( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.309, inclusive. The reporting person undertakes to provide to Sunrise Senior Living, Inc. ("Sunrise"), any security holder of Sunrise, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4 ( 4 )The reporting person exercised an employee stock option to purchase 62,464 shares at an exercise price of $1.37 per share. ( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.300015, inclusive. The reporting person undertakes to provide to Sunrise, any security holder of Sunrise, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4. ( 6 )Represents a portion of an employee stock option to purchase 500,000 shares granted to the reporting person on December 23, 2008. The employee stock option to purchase 500,000 shares vested in three equal installments on December 23, 2009, December 23, 2010 and December 23, 2011.

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).

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