SEC Form 4 · accession 0000895345-26-000353
SONIDA SENIOR LIVING, INC. · SNDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Michael Simanovsky
Director · 10% Owner
Conversant Capital LLC
Director · 10% Owner
Conversant GP Holdings LLC
Director · 10% Owner
Conversant Dallas Parkway (A) LP
Director · 10% Owner
Conversant Dallas Parkway (B) LP
Director · 10% Owner
Period of report
Aug 10, 2026
Accepted (ET)
Aug 10, 2026 · 9:35 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001043000
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF6,F1,F2,F3,F4 | Aug 10, 2026 | D | 1,504,134 | — | D | 5,353,689 | I | See footnotes |
| Common StockF6,F1,F2,F4,F5 | Aug 10, 2026 | D | 97,371 | — | D | 709,744 | I | See footnotes |
| Common StockF1,F3,F4 | Aug 10, 2026 | M | 1,504,134 | $32.00 | A | 6,857,823 | I | See footnotes |
| Common StockF1,F4,F5 | Aug 10, 2026 | M | 97,371 | $32.00 | A | 807,115 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F3,F4,F6 | $40.00 | Aug 10, 2026 | A | 38,742 | A | Nov 3, 2021 | — | Common Stock | 1,203,308 | 38,742 | I |
| Series A Convertible Preferred StockF1,F4,F5,F6 | $40.00 | Aug 10, 2026 | A | 2,508 | A | Nov 3, 2021 | — | Common Stock | 77,897 | 2,508 | I |
| Series A Convertible Preferred StockF1,F3,F4,F6 | $40.00 | Aug 10, 2026 | D | 38,742 | D | Aug 10, 2026 | — | Common Stock | 1,203,308 | 0 | I |
| Series A Convertible Preferred StockF1,F4,F5,F6 | $40.00 | Aug 10, 2026 | D | 2,508 | D | Aug 10, 2026 | — | Common Stock | 77,897 | 0 | I |
| Series B Convertible Preferred StockF1,F3,F4,F7 | $32.00 | Aug 10, 2026 | A | 38,742 | A | Aug 10, 2026 | — | Common Stock | 1,203,308 | 38,742 | I |
| Series B Convertible Preferred StockF1,F4,F5,F7 | $32.00 | Aug 10, 2026 | A | 2,508 | A | Aug 10, 2026 | — | Common Stock | 77,897 | 2,508 | I |
| Series B Convertible Preferred StockF1,F3,F4,F7 | $32.00 | Aug 10, 2026 | M | 38,742 | D | Aug 10, 2026 | — | Common Stock | 1,203,308 | 0 | I |
| Series B Convertible Preferred StockF1,F4,F5,F7 | $32.00 | Aug 10, 2026 | M | 2,508 | D | Aug 10, 2026 | — | Common Stock | 77,897 | 0 | I |
Explanation of responses
- F1On August 10, 2026, the Issuer filed certificates of correction to the March 11, 2026 Certificate of Elimination and Certificate of Designation Amendment, pursuant to which the Issuer, in accordance with Exchange Act Rule 16b-3 ("Rule 16b-3") and the agreement of the Reporting Persons (as defined below), effected the unwinding of the previously reported (i) March 11, 2026 conversion of Series A Convertible Preferred Stock into 1,601,505 shares of Common Stock and (ii) March 11, 2026 amendment of the terms of Series A Convertible Preferred Stock (to reduce the conversion price to $32 per share of Common Stock). The Issuer, in accordance with Rule 16b-3, then entered an Exchange Agreement with the Reporting Persons, who exchanged their restored Series A Convertible Preferred Stock for the Issuer's newly authorized and issued Series B Convertible Preferred Stock, and immediately converted all Series B shares into 1,601,505 shares of Common Stock, each step approved under Rule 16b-3.
- F2This 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"); and Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B") (collectively the filing persons are the "Reporting Persons").
- F3Securities are held by Investor A.
- F4Conversant GP is the general partner of each of Investor A and Investor B. Conversant Capital is the investment manager to each of Investor A and Investor B. 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 and Investor B. Mr. Simanovsky, Conversant Capital and Conversant GP each disclaims beneficial ownership of the securities held by Investor A and Investor B except to the extent of his or its pecuniary interest therein.
- F5Securities are held by Investor B.
- F6There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.
- F7There is no expiration date for the right of the holder of Series B Convertible Preferred Stock to convert.
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.