Sec Form 13D Filing - Pangaea Ventures L.P. filing for SONIDA SENIOR LIVING INC. (SNDA) - 2021-06-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

Capital Senior Living Corporation

(Name of Issuer)

 

Common Stock, par value $0.01
(Title of Class of Securities)

 

140475203
(CUSIP Number)

 

Ortelius Advisors, L.P.

c/o Peter DeSorcy

450 Park Avenue, Suite 2700
New York, NY 10022
(917) 595-5010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 7, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

·

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.  140475203

 

1	NAME OF REPORTING PERSONS   Pangaea Ventures, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨      (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   149,950
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   149,950

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   149,950
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON   PN

 

 

1	NAME OF REPORTING PERSONS   Ortelius Advisors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ¨      (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS    AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   149,950
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   149,950

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   149,950
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON   IA

 

 

1	NAME OF REPORTING PERSONS    Peter DeSorcy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ¨      (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS    AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    New York

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   149,950
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   149,950

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   149,950
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON   IN, HC

 

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Capital Senior Living Corporation, a Delaware corporation (the “Issuer”), and amends the Schedule 13D filed on March 25, 2021, (the “Original Schedule 13D”) by the Reporting Persons (as defined below). Any capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

 

This Amendment No. 1 is being filed on behalf of: (i) Pangaea Ventures, L.P., a Delaware limited partnership (“Pangaea”); (ii) Ortelius Advisors, L.P., a Delaware limited partnership (“OA”); and (iii) Peter DeSorcy (“Mr. DeSorcy”, and, together with Pangaea and OA, the “Reporting Persons”).

 

From March 31, 2021 through June 7, 2021, Pangaea purchased additional shares of the Issuer’s Common Stock in open market transactions, as described in further detail in Item 5 below. This Amendment No. 1 is being filed to amend Item 3 and Item 5 of the Original Schedule 13D to reflect those purchases. Except as amended hereby all statements and disclosures in the Original Schedule 13D remain accurate as of the date of this Amendment No. 1.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Original Schedule 13D is hereby amended and restated as follows:

 

Pangaea has expended an aggregate of approximately $4.756 million of its investment capital to acquire the 149,950 shares of Common Stock beneficially owned by Pangaea.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

 

(a) (b) As of the filing date of this Amendment No. 1, the Reporting Persons, in total, beneficially own 149,950 shares of Common Stock (the “Shares”). The Shares represent approximately 6.9% of the Issuer’s outstanding Common Stock. Percentages of the Common Stock outstanding reported in this Amendment No. 1 are calculated based upon the 2,182,375 shares of Common Stock outstanding as of May 10, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and filed with the U.S. Securities and Exchange Commission on May 14, 2021. OA has voting and dispositive power over the shares of Common Stock held by Pangaea, and through ownership and control Mr. DeSorcy has voting and dispositive power over portfolios managed by OA.

 

(c) Set forth on Schedule A hereto are all transactions in the securities of the Issuer effected since the filing of the Original Schedule 13D, inclusive of any transactions effected through June 7, 2021.

 

(d) Other than Pangaea that beneficially holds shares of Common Stock of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares.

 

(e) Not applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	PANGAEA VENTURES, L.P.
	By:	Ortelius Advisors GP I, LLC, its general partner
Date: June 9, 2021
	By:	/s/ Peter DeSorcy
	Name: Peter DeSorcy
	Title: Managing Member
Date: June 9, 2021	ORTELIUS ADVISORS, L.P.
	By:	Ortelius Management, LLC, its general partner
	By:	/s/ Peter DeSorcy
	Name: Peter DeSorcy
	Title: Managing Member
Date: June 9, 2021	/s/ Peter DeSorcy
	Peter DeSorcy

 

 

SCHEDULE A

 

This Schedule A sets forth information with respect to each purchase and sale of Shares which was effectuated by the Reporting Persons not previously reported in the Original Schedule 13D, inclusive of any transactions effected through June 7, 2021. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Date of Transaction		Number of Shares Purchased (Sold)				Average Price per Share
March 31, 2021			700			$38.00
April 7, 2021			390			$39.06
April 8, 2021			3,640			$38.40
April 9, 2021			501			$38.55
April 13, 2021			500			$39.05
April 29, 2021			10,955			$39.23
April 30, 2021			300			$40.15
June 2, 2021			1,317			$44.48
June 3, 2021			2,521			$44.49
June 4, 2021			160			$44.64
June 7, 2021			10,159			$44.86