Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)??????On August 9, 2012, W.E. Sheriff, Chief Executive Officer of Brookdale Senior Living Inc. (the "Company"), notified the Board of Directors of the Company of his intent to retire as Chief Executive Officer. Mr. Sheriff will continue his service as Chief Executive Officer until a successor is named and the transition process is complete. Following the transition, he will continue to serve the Company as a member of the Company's Board of Directors and as a consultant pursuant to the terms of his existing employment agreement.

A copy of the press release announcing that Mr. Sheriff had provided notice of his intent to retire as Chief Executive Officer is filed as Exhibit 99.1 hereto, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 9, 2012

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