SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RFE Investment Partners V, L.P. (Last) (First) (Middle) C/O RFE MANAGEMENT CORP. 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/09/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	12/09/2005		A(1)		1,432	A	$0	2,960,015	I	See footnote(2)(3)
Common Stock	12/09/2005		A(1)		1,433	A	$0	2,970,757	I	See footnote(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Option (right to buy)	$7.64	12/09/2005		A		3,342		(5)	12/08/2012	Common Stock	3,342	$0	3,342	I	See footnote(3)(6)
Option (right to buy)	$7.64	12/09/2005		A		3,343		(5)	12/08/2012	Common Stock	3,343	$0	3,343	I	See footnote(3)(7)

1. Name and Address of Reporting Person* RFE Investment Partners V, L.P. (Last) (First) (Middle) C/O RFE MANAGEMENT CORP. 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RFE VI SBIC, L.P. (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RFE Associates V, L.P. (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RFE Associates VI SBIC, LLC (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RFE INVESTMENT PARTNERS VI L P (Last) (First) (Middle) C/O RFE MANAGEMENT CORP. 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RFE Associates VI, LLC (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RFE MANAGEMENT CORP (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FOSTER MICHAEL J (Last) (First) (Middle) RFE MANAGEMENT CORP. 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Parsons James A (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Landis Howard C (Last) (First) (Middle) 36 GROVE STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Award of restricted stock units to Michael J. Foster, a director of the Issuer, under the Issuer's 2004 Equity Incentive Plan; vests at the rate of 25% on each of December 9, 2006, 2007, 2008 and 2009.

2. Includes stock units comprised of 1,432 shares of Common Stock which are held by Michael J. Foster, a director of the Issuer, on behalf of RFE Investment Partners V, L.P. ("RFE V"), which restricted stock units may be deemed to be indirectly owned by RFE V.

3. RFE Associates V, L.P. ("RFE V Associates") is the general partner of RFE V. RFE Associates VI SBIC, LLC ("RFE Associates VI SBIC") is the general partner of RFE VI SBIC. RFE Investment Partners VI, L.P. ("RFE VI") is the sole member of RFE Associates VI SBIC. RFE Associates VI, LLC ("RFE Associates VI") is the general partner of RFE VI. RFE Management Corp. ("RFE Management") is an investment manager. Messrs. Michael J. Foster, Howard C. Landis and James A. Parsons are general partners of RFE Associates V and RFE Associates VI and officers and/or directors of RFE Management. Mr. Foster is also a director of the Issuer.

4. Includes stock units comprised of 1,433 shares of Common Stock which are held by Michael J. Foster, a director of the Issuer, on behalf of RFE VI SBIC, L.P. ("RFE VI SBIC"), which restricted stock units may be deemed to be indirectly owned by RFE VI SBIC.

5. Award of stock options to Michael J. Foster, a director of the Issuer, under the Issuer's 2004 Equity Incentive Plan; vests at the rate of 25% on each of December 9, 2006, 2007, 2008 and 2009.

6. Includes options to purchase 3,342 shares of Common Stock which are held by Michael J. Foster, a director of the Issuer, on behalf of RFE V, which options may be deemed to be indirectly owned by RFE V.

7. Includes options to purchase 3,343 shares of Common Stock which are held by Michael J. Foster on behalf of RFE VI SBIC, which options may be deemed to be indirectly owned by RFE VI SBIC.

	/s/ Michael J. Foster, Attorney-in-fact	12/13/2005
	** 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).
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