Conversant Capital Form 4 SONIDA SENIOR LIVING / Michael Simanovsky ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Simanovsky Michael

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC. [ SNDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2024		A		5,227	A	$9.5	5,031,801	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	03/22/2024		A		15,189	A	$9.5	1,146,859	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/22/2024		A		1,032,216	A	$9.5	1,032,216	I	See footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Simanovsky Michael

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Conversant Capital LLC

(Last)

(First)

(Middle)

25 DEFOREST AVENUE, 3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Conversant Dallas Parkway (A) LP

(Last)

(First)

(Middle)

CONVERSANT DALLAS PARKWAY (A) LP

25 DEFOREST AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Conversant Dallas Parkway (B) LP

(Last)

(First)

(Middle)

CONVERSANT DALLAS PARKWAY (B) LP

25 DEFOREST AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Conversant GP Holdings LLC

(Last)

(First)

(Middle)

25 DEFOREST AVENUE, 3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

Explanation of Responses:

1. This 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"). The Reporting Persons expect Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D"), to file a Form 3 regarding the Share holdings described in footnote 6.

2. Shares are held by Investor A.

3. Conversant GP is the general partner of Investor A and Conversant Capital is the investment manager to Investor A. 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 Investor A. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor A except to the extent of his or its pecuniary interest therein.

4. Shares are held by Investor B.

5. Conversant GP is the general partner of Investor B and Conversant Capital is the investment manager to 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 Investor B. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor B except to the extent of his or its pecuniary interest therein.

6. Shares are held by Investor D.

7. Conversant GP is the general partner of Investor D and Conversant Capital is the investment manager to Investor D. 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 Investor D. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor D except to the extent of his or its pecuniary interest therein.

Remarks:

Max Levy, a Principal of Conversant Capital, serves as a member of the Issuer's board of directors. On the basis of the relationships between Mr. Levy and the Reporting Persons, 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.

	MICHAEL J. SIMANOVSKY, by: /s/ Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky	03/26/2024
	CONVERSANT CAPITAL LLC , by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/26/2024
	CONVERSANT DALLAS PARKWAY (A) LP, By: Conversant GP Holdings LLC, its general partner, by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/26/2024
	CONVERSANT DALLAS PARKWAY (B) LP, By: Conversant GP Holdings LLC, its general partner, by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/26/2024
	CONVERSANT GP HOLDINGS LLC. by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Conversant Capital Form 4SONIDA SENIOR LIVING / Michael Simanovsky ownership change