Sonida Senior Living (SNDA) unwinds and exchanges preferred stock into 1.60M common shares
Rhea-AI Filing Summary
Sonida Senior Living, Inc. reports a complex, Rule 16b-3–approved restructuring of securities associated with Conversant Capital–related investors. On August 10, 2026, previously reported March 11, 2026 actions were unwound, including the conversion of Series A Convertible Preferred Stock into 1,601,505 shares of Common Stock and the prior amendment reducing the Series A conversion price to $32 per share. Restored Series A Preferred (with a $40 conversion price) held by Investor A and Investor B was exchanged for newly authorized Series B Convertible Preferred Stock with a $32 conversion price, and all Series B shares were then immediately converted into 1,601,505 shares of Common Stock. The securities are held indirectly by Conversant Dallas Parkway (A) LP and (B) LP, with Conversant GP Holdings LLC, Conversant Capital LLC, and Michael Simanovsky potentially deemed beneficial owners, each disclaiming beneficial ownership beyond their pecuniary interest.
Positive
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Negative
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Insights
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Insider Trade Summary
41,250 shares exercised/converted
Exercise
12 txns
Insider
Simanovsky Michael, Conversant Capital LLC, Conversant GP Holdings LLC, Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Convertible Preferred Stock F1, F6, F3, F4 | 38,742 | -- | -- |
| Grant/Award | Series A Convertible Preferred Stock F1, F6, F4, F5 | 2,508 | -- | -- |
| Disposition | Series A Convertible Preferred Stock F1, F6, F3, F4 | 38,742 | -- | -- |
| Disposition | Series A Convertible Preferred Stock F1, F6, F4, F5 | 2,508 | -- | -- |
| Grant/Award | Series B Convertible Preferred Stock F1, F7, F3, F4 | 38,742 | -- | -- |
| Grant/Award | Series B Convertible Preferred Stock F1, F7, F4, F5 | 2,508 | -- | -- |
| Exercise | Series B Convertible Preferred Stock F1, F7, F3, F4 | 38,742 | -- | -- |
| Exercise | Series B Convertible Preferred Stock F1, F7, F4, F5 | 2,508 | -- | -- |
| Disposition | Common Stock F6, F1, F2, F3, F4 | 1,504,134 | -- | -- |
| Disposition | Common Stock F6, F1, F2, F4, F5 | 97,371 | -- | -- |
| Exercise | Common Stock F1, F3, F4 | 1,504,134 | $32.00 | $48.13M |
| Exercise | Common Stock F1, F4, F5 | 97,371 | $32.00 | $3.12M |
Holdings After Transaction:
Series A Convertible Preferred Stock — 41,250 shares (Indirect, See footnotes);
Series B Convertible Preferred Stock — 0 shares (Indirect, See footnotes);
Common Stock — 807,115 shares (Indirect, See footnotes)
Footnotes (7)
- F1. On August 10, 2026, the Issuer filed certificates of correction to the March 11, 2026 Certificate of Elimination and Certificate of Designation Amendment, pursuant to which the Issuer, in accordance with Exchange Act Rule 16b-3 ("Rule 16b-3") and the agreement of the Reporting Persons (as defined below), effected the unwinding of the previously reported (i) March 11, 2026 conversion of Series A Convertible Preferred Stock into 1,601,505 shares of Common Stock and (ii) March 11, 2026 amendment of the terms of Series A Convertible Preferred Stock (to reduce the conversion price to $32 per share of Common Stock). The Issuer, in accordance with Rule 16b-3, then entered an Exchange Agreement with the Reporting Persons, who exchanged their restored Series A Convertible Preferred Stock for the Issuer's newly authorized and issued Series B Convertible Preferred Stock, and immediately converted all Series B shares into 1,601,505 shares of Common Stock, each step approved under Rule 16b-3.
- F2. 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").
- F3. Securities are held by Investor A.
- F4. Conversant GP is the general partner of each of Investor A and Investor B. Conversant Capital is the investment manager to each of Investor A and 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 each of Investor A and Investor B. Mr. Simanovsky, Conversant Capital and Conversant GP each disclaims beneficial ownership of the securities held by Investor A and Investor B except to the extent of his or its pecuniary interest therein.
- F5. Securities are held by Investor B.
- F6. There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.
- F7. There is no expiration date for the right of the holder of Series B Convertible Preferred Stock to convert.
Key Figures
Common shares involved: 1,601,505 shares of Common Stock
Series A conversion price: $40.0000 per share
Series B conversion price: $32.0000 per share
+4 more
7 metrics
Common shares involved
1,601,505 shares of Common Stock
Shares referenced in the unwinding of the March 11, 2026 conversion and the immediate Series B conversion on August 10, 2026
Series A conversion price
$40.0000 per share
Conversion price of Series A Convertible Preferred Stock reported in the August 10, 2026 transactions
Series B conversion price
$32.0000 per share
Conversion price of newly authorized Series B Convertible Preferred Stock exchanged and converted on August 10, 2026
Series A Preferred unwound (Investor A)
38,742.0000 shares
Series A Convertible Preferred Stock tied to 1,203,308 underlying Common shares, associated with Investor A
Series A Preferred unwound (Investor B)
2,508.0000 shares
Series A Convertible Preferred Stock tied to 77,897 underlying Common shares, associated with Investor B
Common shares converted at $32 (Investor A)
1,504,134.0000 shares
Common Stock reported with code M at $32.0000 per share for Investor A–related holdings
Common shares converted at $32 (Investor B)
97,371.0000 shares
Common Stock reported with code M at $32.0000 per share for Investor B–related holdings
Key Terms
Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Exchange Act Rule 16b-3, Certificate of Elimination, +2 more
6 terms
Series A Convertible Preferred Stock financial
"On March 11, 2026 conversion of Series A Convertible Preferred Stock into 1,601,505 shares"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Series B Convertible Preferred Stock financial
"exchanged their restored Series A Convertible Preferred Stock for the Issuer's newly authorized and issued Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Exchange Act Rule 16b-3 regulatory
"the Issuer, in accordance with Exchange Act Rule 16b-3 ("Rule 16b-3") and the agreement of the Reporting Persons"
Certificate of Elimination regulatory
"filed certificates of correction to the March 11, 2026 Certificate of Elimination and Certificate of Designation Amendment"
An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.
Exchange Agreement financial
"The Issuer, in accordance with Rule 16b-3, then entered an Exchange Agreement with the Reporting Persons"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
beneficial owner financial
"may be deemed a beneficial owner of the securities held by each of Investor A and Investor B"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
What restructuring of securities did SNDA insiders report on August 10, 2026?
On August 10, 2026, 1,601,505 shares of Common Stock tied to Conversant-affiliated investors were involved in unwinding a prior Series A Preferred conversion and amendment, exchanging restored Series A into Series B Preferred, then immediately converting Series B into Common Stock under Rule 16b-3.
What are the key terms of SNDA’s Series A and Series B Convertible Preferred Stock here?
Series A Convertible Preferred Stock in this filing is linked to a $40 conversion price, while newly authorized Series B Convertible Preferred Stock converts at $32 per share of Common Stock. Both preferred series carry conversion rights without an expiration date as described in the footnotes.
Who actually holds the SNDA securities reported in this Form 4?
The securities are held by Conversant Dallas Parkway (A) LP and (B) LP. Conversant GP Holdings LLC and Conversant Capital LLC manage or control these entities, and Michael Simanovsky is their managing member; each may be deemed a beneficial owner but disclaims ownership beyond pecuniary interest.
Was the SNDA insider restructuring done under Exchange Act Rule 16b-3?
Yes. The certificates of correction, the exchange of restored Series A Preferred for newly issued Series B Preferred, and the immediate conversion of Series B into 1,601,505 Common shares were all carried out in accordance with Exchange Act Rule 16b-3 and the Reporting Persons’ agreement.
Did the SNDA Form 4 involve market purchases or sales by the insiders?
The Form 4 reports grant/award, exchange, and conversion transactions (codes A, D, and M), not open-market purchases or sales. Activities include dispositions to the issuer and exchanges between Series A Preferred, Series B Preferred, and Common Stock under pre-approved arrangements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
