Sonida Senior Living Inc.

03/13/2026 | Press release | Distributed by Public on 03/13/2026 17:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Simanovsky Michael
2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC. [SNDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
25 DEFOREST AVENUE, 3RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026
(Street)
SUMMIT, NJ 07901
4. If Amendment, Date 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
(City) (State) (Zip)
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 03/11/2026 P 1,592,406 A $26.74 3,199,998 I See footnotes(1)(2)(3)
Common Stock 03/11/2026 P 87,530 A $26.74 5,353,689 I See footnotes(1)(4)(5)
Common Stock 03/11/2026 P 224,829 A $26.74 224,829 I See footnotes(3)(9)
Common Stock 03/11/2026 P 1,834,951 A $26.74 1,834,951 I See footnotes(3)(10)
Common Stock 03/11/2026 M 1,504,134 A $32 6,857,823 I See footnotes(4)(5)
Common Stock 03/11/2026 M 97,371 A $32 807,115 I See footnotes(5)(6)
Common Stock 1,032,216 I See footnotes(5)(7)
Common Stock 648,942 I See footnotes(5)(8)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Series A Convertible Preferred Stock $40 03/11/2026 D 38,742 11/03/2021 (11) Common Stock 1,203,308 (12) 0 I See footnotes(4)(5)
Series A Convertible Preferred Stock $40 03/11/2026 D 2,508 11/03/2021 (11) Common Stock 77,897 (12) 0 I See footnotes(5)(6)
Series A Convertible Preferred Stock $32 03/11/2026 A 38,742 03/11/2026 (11) Common Stock 1,504,134 (12) 38,742 I See footnotes(4)(5)
Series A Convertible Preferred Stock $32 03/11/2026 A 2,508 03/11/2026 (11) Common Stock 97,371 (12) 2,508 I See footnotes(5)(6)
Series A Convertible Preferred Stock $32 03/11/2026 M 38,742 03/11/2026 (11) Common Stock 1,504,134 $ 0 0 I See footnotes(4)(5)
Series A Convertible Preferred Stock $32 03/11/2026 M 2,508 03/11/2026 (11) Common Stock 97,371 $ 0 0 I See footnotes(5)(6)
Warrant $40 03/11/2026 D 968,538 11/03/2021 11/03/2026 Common Stock 968,538 (12) 0 I See footnotes(4)(5)
Warrant $40 03/11/2026 D 62,712 11/03/2021 11/03/2026 Common Stock 62,712 (12) 0 I See footnotes(5)(6)
Warrant $40 03/11/2026 A 968,538 03/11/2026 11/03/2027 Common Stock 968,538 (12) 968,538 I See footnotes(4)(5)
Warrant $40 03/11/2026 A 62,712 03/11/2026 11/03/2027 Common Stock 62,712 (12) 62,712 I See footnotes(5)(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Simanovsky Michael
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT, NJ 07901
X X
Conversant Capital LLC
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT, NJ 07901
X X
Conversant GP Holdings LLC
25 DEFOREST AVENUE,
3RD FLOOR
SUMMIT, NJ 07901
X X
Conversant Dallas Parkway (A) LP
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT, NJ 07901
X X
Conversant Dallas Parkway (B) LP
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT, NJ 07901
X X
Conversant Private GP LLC
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT, NJ 07901
X X
Conversant PIF Aggregator A, LP
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT, NJ 07901
X X

Signatures

MICHAEL J. SIMANOVSKY by: /s/ Paul Dumaine, Attorney-in-fact for Michael J.Simanovsky 03/13/2026
**Signature of Reporting Person Date
CONVERSANT CAPITAL LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer 03/13/2026
**Signature of Reporting Person Date
CONVERSANT GP HOLDINGS LLC by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer 03/13/2026
**Signature of Reporting Person Date
CONVERSANT DALLAS PARKWAY (A) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer 03/13/2026
**Signature of Reporting Person Date
CONVERSANT DALLAS PARKWAY (B) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer 03/13/2026
**Signature of Reporting Person Date
CONVERSANT PRIVATE GP LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer 03/13/2026
**Signature of Reporting Person Date
CONVERSANT PIF AGGREGATOR A LP by: Conversant Private GP LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer 03/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 is being filed jointly by Michael Simanovsky, a United States citizen; Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"); Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"); Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP") and Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") (collectively the filing persons are the "Reporting Persons").
(2) Securities are held by Aggregator A.
(3) Conversant Private GP is the general partner of Aggregator A, CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K") and CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF") and Conversant Capital is the investment manager to Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant Capital and Conversant Private GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant Private GP may be deemed a beneficial owner of the securities held by Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky, Conversant Capital and Conversant Private GP, each disclaims beneficial ownership of the securities held by Aggregator A, CPIF K and CPIF SAF except to the extent of his or its pecuniary interest therein.
(4) Securities are held by Investor A.
(5) Conversant GP is the general partner of each of Investor A, Investor B, Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D") and Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"). Conversant Capital is the investment manager to each of Investor A, Investor B, Investor D and Investor F. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by each of Investor A, Investor B, Investor D and Investor F. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor A, Investor B, Investor D and Investor F except to the extent of his or its pecuniary interest therein.
(6) Securities are held by Investor B.
(7) Securities are held by Investor D.
(8) Securities are held by Investor F.
(9) Securities are held by CPIF K.
(10) Securities are held by CPIF SAF.
(11) There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.
(12) On March 11, 2026, the Issuer agreed with each of Investor A and Investor B to (i) amend the shares of Series A Convertible Preferred Stock to reduce the conversion price to $32 per share of Common Stock, (ii) make a onetime payment 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, to Investor A and Investor B pro rata in accordance with their holdings of Series A Convertible Preferred Stock, and (iii) extend the expiration of the Warrants by one year, from November 3, 2026 to November 3, 2027, and each of Investor A and Investor B agreed to immediately thereafter convert its shares of Series A Convertible Preferred Stock to shares of Common Stock.

Remarks:
Michael Simanovsky, Conversant Capital's Managing Partner, and Robert T. Grove, a Principal of Conversant Capital, serve as members of the Issuer's board of directors. On the basis of the relationship between Messrs. Simanovsky and Grove and the Reporting Person, the Reporting Person may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sonida Senior Living Inc. published this content on March 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 13, 2026 at 23:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]