UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) OFof ~~THE~~the ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported): August 8, 2012~~

Date of Report (Date of earliest event reported): August 29, 2012

SUN HEALTHCARE GROUP, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	~~1-12040~~	131-~~4230695~~12040	13-4230695
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

18831 Von Karman, Suite 400 Irvine, CA	92612
18831 Von Karman, Suite 400, Irvine, CA		92612
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

NoRegistrant’s ~~Change~~telephone number, including area code: (949) 255-7100

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR ~~230~~240.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 8.01 Other Events.

~~Item~~As 8previously disclosed, between June 27, 2012 and July 16, 2012, Sun Healthcare Group, Inc.01, a Delaware corporation (the “Company”), the members of the Company’s board of directors, Genesis HealthCare LLC, a Delaware limited liability company (“Genesis”), and Jam Acquisition LLC, a Delaware limited liability company (“Merger Sub”), were named as defendants in connection with the transactions contemplated by the previously announced merger agreement, dated June 20, 2012, by and among the Company, Genesis and Merger Sub, in four separate purported class action lawsuits that were filed in the Superior Court of the State of California, County of Orange and in a purported class action lawsuit filed in the Court of Chancery of the State of Delaware. ~~Other~~ ~~Events~~The Delaware lawsuit was subsequently dismissed without prejudice and the Delaware plaintiff then filed a complaint in the Superior Court of the State of California, County of Orange on July 31, 2012. On August 3, 2012, the parties to the initial four California lawsuits executed a stipulation to consolidate the first four California actions, including any subsequently filed actions with similar allegations relating to the transaction (including the action filed on July 31, 2012). As more fully disclosed in the supplement to the Company’s definitive proxy statement dated July 24, 2012, filed on August 29, 2012 with the Securities and Exchange Commission (the “Proxy Supplement”), the Company has entered into a memorandum of understanding with the plaintiffs in the consolidated action in which the parties agreed to the terms of a proposed settlement of the stockholder litigation (the “Proposed Settlement”). The text of the Proxy Supplement is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The foregoing description of the Proposed Settlement is qualified in its entirety by reference to the summary thereof set forth in the Proxy Supplement.

OnItem ~~August~~ 9~~, 2012, Sun Healthcare Group, Inc~~.,01 aFinancial ~~Delaware~~Statements corporation (“Sun”), issued a press release announcing that, in connection with the previously announced transaction with Genesis HealthCare LLC, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on August 8, 2012. A copy of the press release is filed as Exhibit 99.1 hereto and ~~incorporated herein by reference~~Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 ~~Press~~Proxy ~~Release dated August 9, 2012~~Supplement.

2SIGNATURE

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Sun Healthcare Group, Inc.
		(Registrant)

	By:	/s/ JEFFREY M. KREGER
Date: August 29, 2012		Jeffrey M. Kreger
		*Senior Vice President and Corporate Controller*

~~SUN~~EXHIBIT ~~HEALTHCARE~~INDEX ~~GROUP, INC. /s/ Jeffrey M. Kreger Name: Jeffrey M. Kreger Title: Senior Vice President and Corporate Controller~~

Dated: August 9, 2012


Exhibit No.		Description of Exhibit

99.1		Proxy Supplement.

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