Sec Form 13D Filing - Conversant GP Holdings LLC filing for SONIDA SENIOR LIVING INC. (SNDA) - 2024-03-26

This Amendment No. 4 (“Amendment No. 4”) 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 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”). To the extent applicable, the Original Schedule 13D, as previously and hereby amended, is hereby adopted by Conversant Dallas Parkway (D), L.P. (“Investor D”) as its original filing on Schedule 13D regarding the Issuer. Investor D, Investor A and Investor B together are the “Conversant Investors,” and they, together with Conversant 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Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any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. 4 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:

The Conversant Investors are alternative investment vehicles of Conversant 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 the Conversant Investors. Mr. Simanovsky is the managing member of Conversant GP. By virtue of these relationships, each of Conversant Capital, Conversant 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.

(c) The principal business of Mr. Simanovsky is investment management. Investor A, Investor B and Investor D are each private investment vehicles. Conversant GP is the general partner of the Conversant Investors and Conversant Capital is the investment manager to the Conversant Investors.

(d)-(e) During the last five years, none of the Reporting Persons have: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.      Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by the addition of the following:

The disclosure set forth in Item 4 below of this Amendment regarding the acquisition shares of Common Stock in the second closing of the Private Placement is incorporated herein.

Item 4.      Purpose of Transaction.

Item 4 is hereby amended by the addition of the following:

As disclosed on the Issuer Private Placement 8-K, the Conversant Investors, along with other investors, entered into the Securities Purchase Agreement with the Issuer pursuant to a Private Placement in which Investor A agreed to purchase 1,892,457 shares of Common Stock and Investor B agreed to purchase 1,265,438 shares of Common Stock at a price of $9.50 per share. At the first closing of the Private Placement, completed on February 1, 2024, the Company issued and sold 1,261,638 shares of Common Stock to Investor A and 843,625 shares of Common Stock to Investor B.

On March 21, 2024, the Conversant Investors entered into a Partial Assignment and Assumption of Securities Purchase Agreement pursuant to which each of Investor A and Investor B assigned to Investor D a portion of their rights and interests to purchase shares of Common Stock in the second closing of the Private Placement as provided therein, as well as the obligations under the Securities Purchase Agreement. On the same date, Investor D entered into a Joinder Agreement to the Securities Purchase Agreement with the Issuer.

At the second closing, completed on March 22, 2024, the Company issued the remaining 5,227 shares of Common Stock to Investor A, 15,189 shares of Common Stock to Investor B and 1,032,216 shares of Common Stock to Investor D, along with additional shares to the other participating purchasers. The Conversant Investors paid for the shares of Common Stock acquired in the second closing of the Private Placement using a combination of their existing investment capital and by calling capital from its investors. The second closing was subject, among other, to the Stockholder Approval, which occurred on March 21, 2024.

Item 5.      Interest in Securities of the Issuer.

Items 5(a) and (b) are hereby amended and restated to read as follows:

(a) (b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D.

Item 5(c) is hereby amended and restated to read as follows:

(c) The disclosure set forth above in Item 4 of this Amendment regarding the acquisition of the shares of Common Stock in the second closing of the Private Placement is incorporated herein.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by the addition of the following:

The disclosure set forth in Item 4 above of this Amendment regarding the assignment of rights to purchase Common Stock to Investor D and the acquisition shares of Common Stock in the second closing of the Private Placement is incorporated herein.

Item 7.       Material to be Filed as Exhibits

Item 7 is hereby amended by the addition of Exhibits 1.7 and 1.8 and the replacement of Exhibit 99.1.