Ortelius Capital Partners Form 4 SONIDA SENIOR LIVING / Peter DeSorcy 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^*

Ortelius Advisors, L.P.

(Last) (First) (Middle)

450 PARK AVENUE, SUITE 2700

(Street)

NEW YORK NY 10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/13/2023		L		621	A	$14.85(1)	670,805	I	See footnotes(2)(3)
Common Stock	01/20/2023		P		973	A	$15.25	671,778	I	See footnotes(3)(4)
Common Stock	01/23/2023		P		5,000	A	$15.48(5)	676,778	I	See footnotes(3)(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Ortelius Advisors, L.P.

(Last) (First) (Middle)

450 PARK AVENUE, SUITE 2700

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pangaea Ventures, L.P.

(Last) (First) (Middle)

C/O ORTELIUS ADVISORS, L.P.

450 PARK AVENUE, SUITE 2700

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ortelius Capital Partners, LLC

(Last) (First) (Middle)

450 PARK AVENUE, SUITE 2700

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hudson Investors, Ltd.

(Last) (First) (Middle)

C/O ORTELIUS CAPITAL PARTNERS, LLC

450 PARK AVENUE, SUITE 2700

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DeSorcy Peter

(Last) (First) (Middle)

450 PARK AVENUE, SUITE 2700

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $14.70 to $14.85, inclusive. The reporting persons undertake to provide upon request to the issuer, the Securities and Exchange Commission or any security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).

2. These shares include 408,148 shares held by Pangaea Ventures, L.P. ("Pangaea") and 262,657 shares held by Hudson Investors, Ltd. ("Hudson").

3. Ortelius Advisors, L.P. ("Ortelius Advisors") is the investment manager of Pangaea. Ortelius Capital Partners, LLC ("Ortelius Capital") is the investment manager of Hudson. Peter DeSorcy is the Managing Member of the general partner of Ortelius Advisors and is the Managing Member of Ortelius Capital, and Mr. DeSorcy has a controlling interest in both Ortelius Advisors and Ortelius Capital. Each of Ortelius Advisors, Ortelius Capital, and Mr. DeSorcy disclaim beneficial ownership of any of the shares of common stock owned by Pangaea and Hudson, except to the extent of their pecuniary interest therein.

4. These shares include 408,148 shares held by Pangaea and 263,630 shares held by Hudson.

5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $15.46 to $15.50, inclusive. The reporting persons undertake to provide upon request to the issuer, the Securities and Exchange Commission or any security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (5).

6. These shares include 408,148 shares held by Pangaea and 268,630 shares held by Hudson.

	ORTELIUS ADVISORS, L.P. By: Ortelius Management, LLC, its general partner By: /s/ Peter DeSorcy, Managing Member	01/24/2023
	PANGAEA VENTURES, L.P. By: Ortelius Advisors GP I, LLC, its general partner By: /s/ Peter DeSorcy, Managing Member	01/24/2023
	ORTELIUS CAPITAL PARTNERS, LLC By: /s/ Peter DeSorcy, Managing Member	01/24/2023
	HUDSON INVESTORS, LTD. By: /s/ Peter DeSorcy, Director	01/24/2023
	/s/ Peter DeSorcy	01/24/2023
	** Signature of Reporting Person	Date
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