Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the previously disclosed delay in the filing of its 2006 Form 10-K, Sunrise Senior Living, Inc. (the "Company") is unable to make certain corporate governance disclosures required to be made in that filing under
Section 303A of the New York Stock Exchange (the "NYSE") Listed Company Manual (the "Listed Company Manual") within the time frame required by the Listed Company Manual. The NYSE has advised the Company that it can provide the required corporate governance disclosures through the filing of this Current Report on Form 8-K.

The Listed Company Manual requires NYSE-listed companies to make certain corporate governance disclosures in their annual reports on Form 10-K or their annual meeting proxy statements. In particular, Section 303A of the Listed Company Manual requires companies to:

· disclose the board's evaluation of each director's relationship with the company, any categorical standards of independence adopted by the board to assist it in making determinations of independence and the board's determination as to the independence of each director;

· identify the non-management director who presides at all regularly scheduled executive sessions of the non-management members of the board of directors, or, alternatively, the procedure by which the presiding director is chosen for each session;

· disclose a method by which interested parties may communicate directly with the presiding director or the non-management directors as a group;

· disclose the availability of the company's corporate governance guidelines, code of business conduct and ethics, and charters for the board's audit, compensation and corporate governance committees on its website and in print upon stockholder request; and

· disclose that (a) such company's chief executive officer and chief financial officer have filed the certifications required by Section 302 of the Sarbanes-Oxley Act with the company's most recently filed annual report on Form 10-K, and (b) such company's chief executive officer has certified to the NYSE in the prior year that he is not aware of any violation by such company of the NYSE corporate governance listing standards by the company or, if a qualified certification was provided, disclose any qualifications to such certification.

The Company intends to provide the following disclosures in its 2006 Form 10-K when filed in substantially the form presented below.

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Director Independence

Independence Standards

The NYSE corporate governance listing standards require that the Company have and maintain a board with at least a majority of "independent" directors and a nominating/corporate governance committee, compensation committee and audit committee, each comprised solely of independent directors. Under the NYSE corporate governance listing standards, for a director to be deemed independent,
(a) the board of directors must affirmatively determine that a director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and (b) each director must otherwise meet the minimum requirements for independence set forth in Section 303A.02 of the NYSE listing standards. In addition, under the NYSE listing standards and applicable SEC rules, to be eligible to serve on the audit committee, a director may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary other than for service as a director or board committee member.

Annual Independence Review

Under corporate governance guidelines adopted by the Company's board of directors, the nominating and corporate governance committee annually assesses the directors' qualifications as independent. This review is designed to determine whether the non-management directors are independent as defined in the NYSE listing standards. In November 2007, the Company's board of directors, upon the recommendation of the nominating and corporate governance committee, determined that seven of the Company's total of nine directors meet the criteria for independence as set forth in the NYSE listing standards. The independent directors are: Ronald V. Aprahamian, Craig R. Callen, Thomas J. Donohue, Stephen D. Harlan, J. Douglas Holladay, Jr., Lynn Krominga and William G. Little.

Mr. Callen served as senior vice president, strategic planning and business development at Aetna, Inc. from May 2004 through November 9, 2007. Aetna Healthcare, a subsidiary of Aetna, Inc., is Sunrise's health plan administrator, dental plan administrator, health benefit stop-loss insurance carrier and long-term care insurance provider. The payments made by Sunrise to Aetna Healthcare for property and services are less than 2% of Aetna's consolidated gross revenues. The board of directors has determined that no material relationship exists between Mr. Callen and Sunrise as a result of this relationship.

Paul J. Klaassen is not considered independent because he serves as the Company's chief executive officer. Teresa M. Klaassen is not considered independent because she is employed as the Company's chief cultural officer.

Corporate Governance Guidelines, Committee Charters and Codes of Conduct

The Company's corporate governance guidelines, audit committee charter, compensation committee charter, nominating and corporate governance committee charter, codes of business conduct and ethics for directors, officers and employees and code of ethics for its principal executive officer, principal financial officer and principal accounting officer are available on the Company's website at: www.sunriseseniorliving.com. Additionally, the Company will promptly deliver free of charge, upon request, a copy of such information to any stockholder requesting a copy. Requests should be directed to Sunrise Senior Living, Inc., 7902 Westpark Drive, McLean, Virginia 22102, Attention:
Investor Relations.

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