SEC Form 4
FORM 4UNITED 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
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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Simanovsky Michael

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC. [ SNDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2026
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)
CodeVAmount(A) or (D)Price
Common Stock03/11/2026A(1)1,592,406A$26.743,199,998ISee footnotes(2)(3)
Common Stock03/11/2026A(1)87,530A$26.745,353,689ISee footnotes(4)(5)
Common Stock03/11/2026A(1)224,829A$26.74224,829ISee footnotes(3)(9)
Common Stock03/11/2026A(1)1,834,951A$26.741,834,951ISee footnotes(3)(10)
Common Stock03/11/2026M1,504,134A$326,857,823ISee footnotes(4)(5)
Common Stock03/11/2026M97,371A$32807,115ISee footnotes(5)(6)
Common Stock1,032,216ISee footnotes(5)(7)
Common Stock648,942ISee footnotes(5)(8)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock$4003/11/2026D38,742(1)11/03/2021 (11)Common Stock1,203,308(12)0ISee footnotes(4)(5)
Series A Convertible Preferred Stock$4003/11/2026D2,508(1)11/03/2021 (11)Common Stock77,897(12)0ISee footnotes(5)(6)
Series A Convertible Preferred Stock$3203/11/2026A38,74203/11/2026 (11)Common Stock1,504,134(12)38,742ISee footnotes(4)(5)
Series A Convertible Preferred Stock$3203/11/2026A2,50803/11/2026 (11)Common Stock97,371(12)2,508ISee footnotes(5)(6)
Series A Convertible Preferred Stock$3203/11/2026M38,742(1)03/11/2026 (11)Common Stock1,504,134$00ISee footnotes(4)(5)
Series A Convertible Preferred Stock$3203/11/2026M2,508(1)03/11/2026 (11)Common Stock97,371$00ISee footnotes(5)(6)
Warrant$4003/11/2026D968,538(1)11/03/202111/03/2026Common Stock968,538(12)0ISee footnotes(4)(5)
Warrant$4003/11/2026D62,712(1)11/03/202111/03/2026Common Stock62,712(12)0ISee footnotes(5)(6)
Warrant$4003/11/2026A968,53803/11/202611/03/2027Common Stock968,538(12)968,538ISee footnotes(4)(5)
Warrant$4003/11/2026A62,71203/11/202611/03/2027Common Stock62,712(12)62,712ISee footnotes(5)(6)
1. Name and Address of Reporting Person*
Simanovsky Michael

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Conversant Capital LLC

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Conversant GP Holdings LLC

(Last)(First)(Middle)
25 DEFOREST AVENUE,
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Conversant Dallas Parkway (A) LP

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Conversant Dallas Parkway (B) LP

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Conversant Private GP LLC

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Conversant PIF Aggregator A, LP

(Last)(First)(Middle)
25 DEFOREST AVENUE
3RD FLOOR

(Street)
SUMMIT NEW JERSEY 07901

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 4/A amends and restates the March 13, 2026 Form 4 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 "Reporting Persons"). The entries indicated by this footnote 1 have been amended, including to indicate that, pursuant to Rule 16b-3, all of the transactions reported herein are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended.
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. Each of Mr. Simanovsky, Conversant Capital and Conversant Private GP 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. Each of Mr. Simanovsky, Conversant Capital, and Conversant GP 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, each of the Reporting Persons may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. This Form 4/A amends and restates the Form 4 filed by the Reporting Persons on March 13, 2026; see footnote 1 above.
MICHAEL J. SIMANOVSKY by: /s/ Paul Dumaine, Attorney-in-fact for Michael J.Simanovsky09/04/2026
CONVERSANT CAPITAL LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer09/04/2026
CONVERSANT GP HOLDINGS LLC by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer09/04/2026
CONVERSANT DALLAS PARKWAY (A) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer09/04/2026
CONVERSANT DALLAS PARKWAY (B) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer09/04/2026
CONVERSANT PRIVATE GP LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer09/04/2026
CONVERSANT PIF AGGREGATOR A LP by: Conversant Private GP LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer09/04/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)