Conversant Dallas Parkway 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 NJ 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)
10/10/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/10/2024		J(1)		648,942	D	(1)	709,744	I	See footnotes(2)(3)(4)
Common Stock	10/14/2024		P		9,564	A	$22.96	1,413,379	I	See footnotes(2)(5)(6)
Common Stock	10/15/2024		P		15,927	A	$23.95	1,429,306	I	See footnotes(2)(5)(6)
Common Stock	10/16/2024		P		8,957	A	$25.46	1,438,293	I	See footnotes(2)(5)(6)
Common Stock								5,266,159	I	See footnotes(2)(7)(8)
Common Stock								1,032,216	I	See footnotes(2)(9)(10)

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^*

Simanovsky Michael

(Last) (First) (Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant Capital LLC

(Last) (First) (Middle)

25 DEFOREST AVENUE, 3RD FLOOR

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant Dallas Parkway (A) LP

(Last) (First) (Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant Dallas Parkway (B) LP

(Last) (First) (Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT NJ 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 NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant Dallas Parkway (D) LP

(Last) (First) (Middle)

25 DEFOREST AVENUE

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant PIF Aggregator A, LP

(Last) (First) (Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant Private GP LLC

(Last) (First) (Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

Explanation of Responses:

1. On October 10, 2024, for no consideration, Conversant GP caused Investor B to distribute 648,942 shares of Common Stock to an investor, who in turn deposited them with Investor F (as defined below).

2. 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 Private GP LLC, a Delaware limited liability company ("Conversant Private GP"); Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"); Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"); Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D"); and Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") (collectively the filing persons are the "Reporting Persons"). The Reporting Persons expect Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"), to file a Form 3 regarding the shareholdings described in footnote 1.

3. Shares are held by Investor B.

4. 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.

5. Shares are held by Aggregator A.

6. Conversant Private GP is the general partner of Aggregator A and Conversant Capital is the investment manager to Aggregator A. Mr. Simanovsky is the managing member of Conversant Capital and Conversant Private GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant Private GP may be deemed a beneficial owner of the securities held by Aggregator A. Mr. Simanovsky, Conversant Capital, and Conversant Private GP each disclaims beneficial ownership of the securities held by Aggregator A except to the extent of his or its pecuniary interest therein.

7. Shares are held by Investor A.

8. 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.

9. Shares are held by Investor D.

10. 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:

Robert T. Grove, a Principal of Conversant Capital, serves as a member of the Issuer's board of directors. On the basis of the relationships between Mr. Grove and the Reporting Persons, 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	10/16/2024
	Conversant Capital LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	Conversant Dallas Parkway (A) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	Conversant Dallas Parkway (B) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	Conversant Dallas Parkway (D) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	Conversant GP Holdings LLC by: Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	Conversant Private GP LLC by: Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	Conversant PIF Aggregator A LP by: Conversant Private GP LLC, its general partner by: Paul Dumaine, General Counsel and Chief Compliance Officer	10/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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