Sec Form 4 Filing - McDuffie Laura @ 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 McDuffie Laura 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) Head of Operations (Last) (First) (Middle) 7900 WESTPARK DRIVE, T-900 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 2,500 A $ 12.07 ( 2 ) 113,614 D Common Stock 11/14/2012( 1 ) S 2,500 D $ 14.3301 111,114 D Common Stock 11/15/2012( 1 ) M 20,000 A $ 1.37 ( 3 ) 131,114 D Common Stock 11/15/2012( 1 ) S 20,000 D $ 14.29 111,114 D Common Stock 11/15/2012( 1 ) M 10,000 A $ 0.77 ( 4 ) 121,114 D Common Stock 11/15/2012( 1 ) S 10,000 D $ 14.29 111,114 D Common Stock 11/15/2012( 1 ) M 20,000 A $ 4.35 ( 5 ) 131,114 D Common Stock 11/15/2012( 1 ) S 20,000 D $ 14.29 111,114 D Common Stock 11/15/2012( 1 ) M 13,333 A $ 3.37 ( 6 ) 124,447 D Common Stock 11/15/2012( 1 ) S 13,333 D $ 14.2906 ( 7 ) 111,114 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 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 Employee Stock Option (Right to Buy) $ 12.07 11/14/2012( 1 ) M 2,500 11/15/2006 11/15/2012 Common Stock 2,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 1.37 11/15/2012( 1 ) M 20,000 ( 8 ) 12/23/2018 Common Stock 20,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 0.77 11/15/2012( 1 ) M 10,000 ( 9 ) 02/25/2019 Common Stock 10,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 4.35 11/15/2012( 1 ) M 20,000 ( 10 ) 11/04/2019 Common Stock 20,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.37 11/15/2012( 1 ) M 13,333 ( 11 ) 11/01/2020 Common Stock 13,333 $ 0 6,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDuffie Laura 7900 WESTPARK DRIVE, T-900 MCLEAN, VA22102 Head of Operations Signatures /s/ Laura McDuffie 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 2,500 shares at an exercise price of $12.07 per share. ( 3 )The reporting person exercised an employee stock option to purchase 20,000 shares at an exercise price of $1.37 per share. ( 4 )The reporting person exercised an employee stock option to purchase 10,000 shares at an exercise price of $0.77 per share. ( 5 )The reporting person exercised an employee stock option to purchase 20,000 shares at an exercise price of $4.35 per share. ( 6 )The reporting person exercised a portion of an employee stock option to purchase 20,000 shares at an exercise price of $3.37 per share. ( 7 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.29 to $14.295, 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 this footnote to this Form 4. ( 8 )Represents an employee stock option to purchase 20,000 shares granted to the reporting person on December 23, 2008. The employee stock option to purchase 20,000 shares vested in three equal installments on December 23, 2009, December 23, 2010 and December 23, 2011. ( 9 )Represents an employee stock option to purchase 10,000 shares granted to the reporting person on February 25, 2009. The employee stock option to purchase 10,000 shares vested in three equal installments on February 25, 2010, February 25, 2011 and February 25, 2012. ( 10 )Represents an employee stock option to purchase 20,000 shares granted to the reporting person on November 4, 2009. The employee stock option to purchase 20,000 shares vested in three equal installments on November 4, 2010, November 4, 2011 and November 4, 2012. ( 11 )Represents a portion of an employee stock option to purchase 20,000 shares granted to the reporting person on November 1, 2010. The employee stock option to purchase 20,000 shares vests in three equal installments on November 1, 2011, November 1, 2012 and November 1, 2013.

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).

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