SONIDA SENIOR LIVING, INC.
32.30%
15,637,124
1043000
140475203
Mar 10, 2026
Mar 13, 2026, 07:50 PM
Reporting Persons (11)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Conversant Capital LLC | Investment Adviser | 32.30% | 15,637,124 | 0 | 15,637,124 |
| Simanovsky Michael | Individual | 32.30% | 15,637,124 | 0 | 15,637,124 |
| Conversant GP Holdings LLC | Other | 21.40% | 10,377,346 | 0 | 10,377,346 |
| Conversant Dallas Parkway (A) LP | Partnership | 16.20% | 7,826,361 | 0 | 7,826,361 |
| Conversant Private GP LLC | Other | 10.90% | 5,259,778 | 0 | 5,259,778 |
| Conversant PIF Aggregator A, LP | Partnership | 6.60% | 3,199,998 | 0 | 3,199,998 |
| CPIF Sparti SAF, L.P. | Partnership | 3.80% | 1,834,951 | 0 | 1,834,951 |
| Conversant Dallas Parkway (D) LP | Partnership | 2.10% | 1,032,216 | 0 | 1,032,216 |
| Conversant Dallas Parkway (B) LP | Partnership | 1.80% | 869,827 | 0 | 869,827 |
| Conversant Dallas Parkway (F) LP | Partnership | 1.30% | 648,942 | 0 | 648,942 |
| CPIF K Co-Invest SPT A, L.P. | Partnership | 0.50% | 224,829 | 0 | 224,829 |
Disclosure Items (7)
Common Stock, $0.01 par value per share
SONIDA SENIOR LIVING, INC.
Conversant Capital LLC, Summit, NJ, 07901
This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by: i. Conversant Dallas Parkway (A), L.P., a Delaware limited partnership ("Investor A"); ii. Conversant Dallas Parkway (B), L.P., a Delaware limited partnership ("Investor B"); iii. Conversant Dallas Parkway (D), L.P., a Delaware limited partnership ("Investor D"); iv. Conversant PIF Aggregator A L.P., a Delaware limited partnership ("Aggregator A"); v. Conversant Dallas Parkway (F), L.P., a Delaware limited partnership ("Investor F"); vi. CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF"); vii. CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ""CPIF K" and together with Investor A, Investor B, Investor D, Aggregator A, Investor F, and CPIF SAF, the "Conversant Investors"); viii. Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); ix. Michael J. Simanovsky, a citizen of the United States of America; x. Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP"); and xi. Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital" and together with the Conversant Investors, Conversant GP, Conversant Private GP and Mr. Simanovsky, the "Reporting Persons"). Investor A, Investor B, Investor D and Investor F are alternative investment vehicles of Conversant GP established for the purpose of investing in Issuer's securities. CPIF SAF is an alternative investment vehicle of Conversant Private GP established for the purpose of investing in Issuer's securities. Aggregator A and CPIF K's indirect parent entity (which wholly owns CPIF K) are alternative investment vehicles of Conversant Private GP established for the purpose of investing in the securities of multiple issuers. CPIF K has been established for the purpose of holding the investment of CPIF K's indirect parent entity in the Issuer. Conversant Capital is the investment manager of and makes investment decisions for the Conversant Investors. Mr. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general partner of each of Investor A, Investor B, Investor D and Investor F. Conversant Private GP is the general partner of each of Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant GP and Conversant Private GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, Conversant Private GP and Mr. Simanovsky may be deemed to beneficially own the shares of Common Stock (including upon exercise of warrants to purchase Common Stock) owned directly by the Conversant Investors. The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1). The Conversant Investors and Conversant Capital may constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the Securities and Exchange Commission (the "Commission") thereunder. Each of the Conversant Investors expressly disclaims beneficial ownership of the shares of Common Stock owned and held by the other Reporting Persons.
The address of the principal business office of each of the Reporting Persons is: c/o Conversant Capital LLC, 25 Deforest Avenue, Summit, NJ 07901.
The principal business of Mr. Simanovsky is investment management. Investor A, Investor B, Investor D, Investor F, Aggregator A, CPIF K and CPIF SAF are each private investment vehicles. Conversant GP is the general partner of Investor A, Investor B, Investor D and Investor F and Conversant Private GP is the general partner of Aggregator A, CPIF K and CPIF SAF. Conversant Capital is the investment manager to the Conversant Investors.
The disclosure set forth above in Item 2(d) is incorporated herein by reference.
The disclosure set forth above in Item 2(a) in respect of citizenship is incorporated herein by reference.
Item 3 of the Original Schedule 13D, as previously amended, is hereby amended to incorporate the disclosure set forth in Item 4 hereof regarding the consummation of the Equity Financing. The Equity Financing was funded with drawdowns of (a) existing investor capital commitments by Aggregator A, (b) increased capital commitments by existing investors, which commitments were made for the purpose of participating in the Equity Financing, by each of Investor A and CPIF K, and (c) new investor capital commitments by CPIF SAF, which vehicle was established to participate in the Equity Financing.
With respect to each Reporting Person, the information set forth in rows 11 and 13 of the applicable cover page is incorporated herein by reference.
With respect to each Reporting Person, the information set forth in rows 7-10 of the applicable cover page is incorporated herein by reference.
Not applicable.
Except for clients of Conversant Capital or another investment advisor subsidiary of Conversant Capital who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock or Warrants, if any, held in managed accounts, no person other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock or Warrants described in this Schedule 13D, other than indirect interests of investors in the Conversant Investors.
Not applicable.
The disclosure set forth above in Item 4 regarding the IRA and the RRA is incorporated herein by reference. The description of the IRA and the RRA set forth herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the IRA and the RRA. See Item 7. Also, on March 11, 2026, in order to induce the immediate full conversion of all of the outstanding shares of the Series A Preferred Stock, the Issuer entered into the Preferred Stock Conversion and Warrant Extension Agreement (the "Conversion and Extension Agreement") with Investor A and Investor B with respect to 41,250 shares of Series A Preferred Stock and Warrants to purchase 1,031,250 shares of Common Stock. Pursuant to the Conversion and Extension Agreement, among other things and subject to the terms thereof, (i) the Issuer agreed to reduce the conversion price of the Series A Preferred Stock from $40.00 per share of Common Stock to $32.00 per share of Common Stock (the "Conversion Price"), (ii) the Issuer entered into an amendment to the Warrant Agreement (the "Warrant Agreement Amendment") to extend the expiration date of the Warrants from November 3, 2026 to November 3, 2027, (iii) the Issuer made a one time payment to Investor A and Investor B (on a pro rata basis in respect of their shares of Series A Preferred Stock) of approximately $5.8 million in the aggregate, which included approximately $1.1 million of accrued but unpaid dividends for the period of January 1, 2026 through March 11, 2026, and (iv) Investor A and Investor B agreed to immediately convert all of the outstanding shares of Series A Preferred Stock into shares of Common Stock at the Conversion Price. Accordingly, on March 11, 2026, all of the outstanding shares of Series A Preferred Stock were converted into 1,601,505 shares of Common Stock. The description of the Conversion and Extension Agreement and the Warrant Agreement Amendment set forth herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Conversion and Extension Agreement and the Warrant Agreement Amendment. See Item 7.
Exhibit No. 1.13. The Amended and Restated Investor Rights Agreement, dated as of March 10, 2026 and effective as of March 11, 2026, by and among Sonida Senior Living, Inc., Silk Partners, LP, Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P. and CPIF K Co-Invest SPT A, L.P. (incorporated by reference herein to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed with the Commission on March 11, 2026). Exhibit No. 1.14. The Amended and Restated Registration Rights Agreement, dated as of March 10, 2026 and effective as of March 11, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co-Invest SPT A, L.P., PF Investors, LLC and Silk Partners, LP (incorporated by reference herein to Exhibit 10.4 of the Issuer's Current Report on Form 8-K filed with the Commission on March 11, 2026). Exhibit No. 1.15. The Preferred Stock Conversion and Warrant Extension Agreement, dated as of March 11, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP. (incorporated by reference herein to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Commission on March 11, 2026). Exhibit No 1.16. The Amendment to Warrant Agreement, dated as of March 11, 2026, by and among Sonida Senior Living, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference herein to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the Commission on March 11, 2026).