Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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).
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