Statement of Ownership (sc 13g)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )

SUNRISE SENIOR LIVING, INC
(Name of Issuer)

Common Stock
(Title of Class of Securities)

86768K106
(CUSIP Number)

12/31/2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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- ------------------------------ CUSIP No. 86768K106 - ------------------------------ 1. NAME OF REPORTING PERSON Water Island Capital, LLC - -------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] - --------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 4013384 - --------------------------------------------------------- 6. SHARED VOTING POWER None - ---------------------------------------------------------- 7. SOLE DISPOSITIVE POWER 4013384 - ------------------------------------------------- 8. SHARED DISPOSITIVE POWER None - --------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4013384 - --------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable - --------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.87 - --------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IA - ---------------------------------------------------------------------------

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CUSIP No. 86768K106 - ------------------------------ Item 1(a) Name of Issuer: SUNRISE SENIOR LIVING INC Item 1(b) Address of Issuer's Principal Executive Offices: 7902 WESTPARK DR MCLEAN VA 22102 Item 2(a) Name of Person(s) Filing: WATER ISLAND CAPITAL LLC ("WIC") Item 2(b) Address of Principal Business Office: 41 MADISON AVE 42nd FLOOR NEW YORK NY 10010 Item 2(c) Citizenship: WIC is a Delaware limited liability company. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 86768K106 Item 3 Type of Person: (e) WIC is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(F). Item 4 Ownership: (a) Amount beneficially owned: 4013384 (b) Percent of class: 6.87 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 4013384 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or direct the disposition of: 4013384 (iv) Shared power to dispose or direct the disposition of: None Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: WIC is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940, as amended.

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CUSIP No. 86768K106 - ------------------------------ Item 8 Identification and Classification of Members of the Group: Not Applicable Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: 2/11/2013 WATER ISLAND CAPITAL LLC By: /s/ Jennifer Avicolli --------------------------- Jennifer Avicolli Chief Compliance Officer