SONIDA SENIOR LIVING, INC.
32.30%
15,637,124
1043000
Aug 9, 2026
Aug 10, 2026, 09:33 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 K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K"); vii. CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF" and together with Investor A, Investor B, Investor D, Aggregator A, Investor F, and CPIF K, 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 Conversion and Extension Agreement is incorporated herein by reference. The description of the Conversion and Extension Agreement 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. See Item 7. Subsequently to the Series A Conversion, a stockholder of the Issuer filed a complaint in the United States District Court for the District of Delaware, which included allegations calling into question the validity of the Series A Certificate of Designation Amendment, the Series A Conversion and the shares of Common Stock issued pursuant to the Series A Conversion (the "Subject Shares"). To eliminate any potential uncertainty raised by such allegations and avoid the burden, expense, distraction and inherent uncertainty of litigation without conceding the validity of such claims or any wrongdoing whatsoever, the Issuer, Investor A and Investor B entered into an Exchange Agreement, dated as of August 10, 2026 (the "Exchange Agreement"). Pursuant to the terms and conditions of the Exchange Agreement, promptly following the execution and delivery of the Exchange Agreement, the Issuer: (i) filed a certificate of correction with the Delaware SOS to nullify and void the March Certificate of Elimination relating to the elimination of the Series A Preferred Stock (the "March Certificate of Elimination Correction"); (ii) filed a certificate of correction with the Delaware SOS to nullify and void the Series A Certificate of Designation Amendment (the "Series A Certificate of Designation Amendment Correction" and together with the March Certificate of Elimination Correction, the "Certificates of Correction"); (iii) following the filing of the Certificates of Correction, designated 41,250 shares of a new series of preferred stock, par value $0.01 per share, of the Issuer as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), with terms substantially identical to the Series A Preferred Stock but with a lower conversion price of $32.00 per share; (iv) issued to Investor A and Investor B an aggregate of 41,250 shares of Series B Preferred Stock in exchange for the surrender by Investor A and Investor B of the Subject Shares and any shares of Series A Preferred Stock held by Investor A and Investor B; and (v) issued an aggregate of 1,601,505 shares of Common Stock to Investor A and Investor B upon the conversion of all of the outstanding shares of Series B Preferred Stock. No cash payment was made by the Issuer to Investor A or Investor B in connection with the transactions contemplated by the Exchange Agreement, and no changes were made to the terms of the Warrants held by Investor A and Investor B. Following the conversion of the Series B Preferred Stock, the Issuer filed a Certificate of Elimination (the "August Certificate of Elimination") on August 10, 2026 with the Delaware SOS effecting the elimination of both the Series A Preferred Stock and the Series B Preferred Stock, as no shares of either series of preferred stock were outstanding at the time of the August Certificate of Elimination filing and no shares were to be issued pursuant to the certificate of designation in respect of the Series A Preferred Stock or Series B Preferred Stock. The foregoing descriptions of the Series A Certificate of Designation Amendment Correction, the March Certificate of Elimination Correction, the Series B Certificate of Designation, and the August Certificate of Elimination do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Series A Certificate of Designation Amendment Correction, the March Certificate of Elimination Correction, the Series B Certificate of Designation and the August Certificate of Elimination. See Item 7.
Item 7 is hereby amended by the addition of the following exhibits. Exhibit No. 1.17. Certificate of Correction to the Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, Par Value $0.01 of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.1 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026). Exhibit No. 1.18. Certificate of Correction to Certificate of Elimination of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.2 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026). Exhibit No. 1.19. Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock Par Value $0.01 of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.3 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026). Exhibit No. 1.20. Certificate of Elimination of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.4 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026). Exhibit No. 1.21. The Exchange Agreement, dated as of August 10, 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 August 10, 2026).