Sec Form 13D Filing - Conversant Capital LLC filing for SONIDA SENIOR LIVING INC. (SNDA) - 2024-08-21

⁽¹⁾ Consists of 1,403,815 shares of Common Stock.

⁽²⁾ The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

     This Amendment No. 5 (“Amendment No. 5”) further amends and supplements the original statement on Schedule 13D filed by Conversant Dallas Parkway (A), L.P. (“Investor A”), Conversant Dallas Parkway (B), L.P. (“Investor B”), Conversant GP Holdings LLC (“Conversant GP”), Conversant Capital LLC (“Conversant Capital”), and Michael J. Simanovsky on November 12, 2021 (the “Original Schedule 13D”), as previously amended by them by the amended statement on Schedule 13D filed on March 26, 2024 (“Amendment No. 4”), Amendment No. 3 filed on February 6, 2024 (“Amendment No. 3”), Amendment No. 2 filed on November 6, 2023 (“Amendment No. 2”) and Amendment No. 1 filed on July 7, 2023 (“Amendment No. 1”). Amendment No. 4 was the initial statement on Schedule D for Investor D regarding the Issuer. To the extent applicable, the Original Schedule 13D, as previously and hereby amended, is hereby adopted by Conversant PIF Aggregator A LP (“Aggregator A”) and Conversant Private GP LLC (“Conversant Private GP”) as its original filing on Schedule 13D regarding the Issuer. Aggregator A, Investor A, Investor B and Investor D together are the “Conversant Investors,” and they, together with Conversant GP, Conversant Private GP, Conversant Capital and Mr. Simanovsky are, the “Reporting Persons.” The Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Am endment No. 5, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Schedule 13D, as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D, as previously amended.

 

 Item 2.

 Identity and Background

 

Item 2 is hereby amended and restated to read as follows:

     (a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

Conversant Dallas Parkway (A), L.P., a Delaware limited partnership (“Investor A”);

Conversant Dallas Parkway (B), L.P., a Delaware limited partnership (“Investor B”);

Conversant Dallas Parkway (D), L.P., a Delaware limited partnership (“Investor D”);

Conversant PIF Aggregator A LP, a Delaware limited partnership (“Aggregator A” and together with Investor A, Investor B and Investor D, the “Conversant Investors”);

Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”);

Conversant Private GP LLC, a Delaware limited liability company (“Conversant Private GP”);

Michael J. Simanovsky, a citizen of the United States of America; and

Conversant Capital LLC, a Delaware limited liability company (“Conversant Capital”) and together with the Conversant Investors, Conversant GP, Conversant Private GP and Mr. Simanovsky, the “Reporting Persons”).

     Investor A, Investor B and Investor D are alternative investment vehicles of Conversant GP established for purpose of investing in Issuer’s securities. Aggregator A is an alternative investment vehicle of Conversant Private GP established for purpose of investing in Issuer’s securities. Conversant Capital is the investment manager of and makes investment decisions for the Conversant Investors. Mr. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general partner of each of Investor A, Investor B and Investor D. Conversant Private GP is the general partner of Aggregator A. Mr. Simanovsky is the managing member of Conversant GP and Conversant Private GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, Conversant Private GP and Mr. Simanovsky may be deemed to beneficially own the shares of Common Stock (including Common stock issuable upon conversion of Series A Preferred Stock or upon exercise of warrants to purchase Common Stock) owned directly by the Conversant Investors.

     The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1). The Conversant Investors and Conversant Capital may constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the Securities and Exchange Commission (the “Commission”) thereunder. Each of the Conversant Investors expressly disclaims beneficial ownership of the shares of Common Stock owned and held by the other Reporting Persons.

     (b) The address of the principal business office of each of the Reporting Persons is: c/o Conversant Capital LLC, 25 Deforest Avenue, Summit, NJ 07901.