FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATHIES WILLIAM A 		2. Issuer Name and Ticker or Trading Symbol

SUN HEALTHCARE GROUP INC [ SUNH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and Chairman
(Last)          (First)          (Middle)

18831 VON KARMAN, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2012
(Street)

IRVINE, CA 92612
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/16/2012     G    1781   D $8.425   144464   (1) I   Mathies Family Trust  
Common Stock   12/1/2012     D    245111   (2) D $8.5   (3) 0   D    
Common Stock   12/1/2012     D    144464   D $8.5   (3) 0   I   Mathies Family Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATHIES WILLIAM A
18831 VON KARMAN
SUITE 400
IRVINE, CA 92612 		X
CEO and Chairman

Signatures
Michael T. Berg, Attorney in Fact 12/3/2012
** 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 control number.
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