SEC Form 4/A · accession 0000895345-26-000401

SONIDA SENIOR LIVING, INC. · SNDA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This 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.
• F10Securities are held by CPIF SAF.
• F11There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.
• F12On 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.
• F2Securities are held by Aggregator A.
• F3Conversant 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.
• F4Securities are held by Investor A.
• F5Conversant 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.
• F6Securities are held by Investor B.
• F7Securities are held by Investor D.
• F8Securities are held by Investor F.
• F9Securities are held by CPIF K.

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.