0000895345-23-000404.txt : 20230705 0000895345-23-000404.hdr.sgml : 20230705 20230705212810 ACCESSION NUMBER: 0000895345-23-000404 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230629 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conversant Capital LLC CENTRAL INDEX KEY: 0001850901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 231071855 BUSINESS ADDRESS: STREET 1: 25 DEFOREST AVENUE, 3RD FLOOR CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 9175153729 MAIL ADDRESS: STREET 1: 25 DEFOREST AVENUE, 3RD FLOOR CITY: SUMMIT STATE: NJ ZIP: 07901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simanovsky Michael CENTRAL INDEX KEY: 0001596522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 231071856 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conversant Dallas Parkway (B) LP CENTRAL INDEX KEY: 0001892128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 231071852 BUSINESS ADDRESS: STREET 1: CONVERSANT DALLAS PARKWAY (B) LP STREET 2: 25 DEFOREST AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 917-515-3729 MAIL ADDRESS: STREET 1: CONVERSANT DALLAS PARKWAY (B) LP STREET 2: 25 DEFOREST AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conversant GP Holdings LLC CENTRAL INDEX KEY: 0001850910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 231071854 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 9175153729 MAIL ADDRESS: STREET 1: 90 PARK AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conversant Dallas Parkway (A) LP CENTRAL INDEX KEY: 0001892127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 231071853 BUSINESS ADDRESS: STREET 1: CONVERSANT DALLAS PARKWAY (A) LP STREET 2: 25 DEFOREST AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 917-515-3729 MAIL ADDRESS: STREET 1: CONVERSANT DALLAS PARKWAY (A) LP STREET 2: 25 DEFOREST AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SONIDA SENIOR LIVING, INC. CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16301 QUORUM DRIVE STREET 2: SUITE 160A CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 16301 QUORUM DRIVE STREET 2: SUITE 160A CITY: ADDISON STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL SENIOR LIVING CORP DATE OF NAME CHANGE: 19970724 4 1 form4.xml X0407 4 2023-06-29 0001043000 SONIDA SENIOR LIVING, INC. SNDA 0001596522 Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true 0001850901 Conversant Capital LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true 0001850910 Conversant GP Holdings LLC 25 DEFOREST AVENUE, 3RD FLOOR SUMMIT NJ 07901 true true 0001892127 Conversant Dallas Parkway (A) LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true 0001892128 Conversant Dallas Parkway (B) LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true false Common Stock 2023-06-29 4 A 0 60766 10 A 2864694 I See footnotes Common Stock 2023-06-29 4 A 0 6734 10 A 188287 I See footnotes Common Stock 2023-07-03 4 M 0 540145 10 A 3404839 I See footnotes Common Stock 2023-07-03 4 M 0 59855 10 A 248142 I See footnotes Equity Commitment 10 2023-06-29 4 A 0 1350000 D 2023-06-29 2024-12-29 Common Stock 1350000 1350000 I See footnotes Equity Commitment 10 2023-07-03 4 M 0 600000 0 A 2023-06-29 2024-12-29 Common Stock 600000 750000 I See footnotes These shares were issued by the Issuer as consideration for the Reporting Person's entry into the Conversant Commitment Agreement described in the Current Report on Form 8-K filed by the Issuer with the SEC on July 5, 2023 (the "Issuer 8-K"). 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"). Shares are held by Investor A. 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, 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 Shares are held by Investor B 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, 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. On June 29, 2023, Investor A and Investor B entered into the Conversant Commitment Agreement, jointly agreeing to buy up to 1,350,000 shares of Common Stock at $10 per share in cash upon the Issuer's notification pursuant to and subject to the terms and conditions of the Conversant Commitment Agreement described in and filed as an exhibit to the Issuer 8-K. 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. /s/ Michael J Simanovsky 2023-07-05 Conversant Capital LLC /s/ Michael J Simanovsky 2023-07-05 Conversant Dallas Parkway (A) LP /s/ Michael J Simanovsky 2023-07-05 Conversant Dallas Parkway (B) LP /s/ Michael J Simanovsky 2023-07-05 Conversant GP Holdings LLC /s/ Michael J Simanovsky 2023-07-05