| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
SONIDA SENIOR LIVING, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
Conversant Capital LLC, 25 Deforest Avenue, Attn: Paul Dumaine, Summit,
NEW JERSEY
, 07901. |
Item 1 Comment:
This Amendment No. 9 ("Amendment No. 9") further amends and supplements the original statement on Schedule 13D filed by Conversant Dallas Parkway (A), L.P. ("Investor A"), Conversant Dallas Parkway (B), L.P. ("Investor B"), Conversant GP Holdings LLC ("Conversant GP"), Conversant Capital LLC ("Conversant Capital"), and Michael J. Simanovsky on November 12, 2021 (the "Original Schedule 13D"), as previously amended by them by the amended statement on Schedule 13D filed on March 13, 2026 ("Amendment No. 8"), Amendment No. 7 filed on November 5, 2025, Amendment No. 6 filed on October 17, 2024, Amendment No. 5 filed on August 21, 2024, Amendment No. 4 filed on March 26, 2024, Amendment No. 3 filed on February 6, 2024, Amendment No. 2 filed on November 6, 2023 and Amendment No. 1 filed on July 7, 2023. Amendment No. 4 was the initial statement on Schedule 13D for Conversant Dallas Parkway (D), L.P. ("Investor D") regarding the Issuer. Amendment No. 5 was the initial statement on Schedule 13D for Conversant PIF Aggregator A L.P. ("Aggregator A") and Conversant Private GP LLC ("Conversant Private GP") regarding the Issuer. Amendment No. 6 was the initial statement on Schedule 13D for Conversant Dallas Parkway (F), L.P. ("Investor F") regarding the Issuer. Amendment No. 8 was the initial statement on Schedule 13D for CPIF K Co-Invest SPT A, L.P. ("CPIF K") and CPIF Sparti SAF, L.P. ("CPIF SAF"). Investor A, Investor B, Investor D, Aggregator A, Investor F, CPIF K and CPIF SAF together are the "Conversant Investors," and they, together with Conversant GP, Conversant Capital, Conversant Private GP and Mr. Simanovsky are, the "Reporting Persons." The Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 9, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Schedule 13D, as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used and not defined in this Amendment No. 9 have the meanings set forth in the Original Schedule 13D, as previously amended. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by:
i. Conversant Dallas Parkway (A), L.P., a Delaware limited partnership ("Investor A");
ii. Conversant Dallas Parkway (B), L.P., a Delaware limited partnership ("Investor B");
iii. Conversant Dallas Parkway (D), L.P., a Delaware limited partnership ("Investor D");
iv. Conversant PIF Aggregator A L.P., a Delaware limited partnership ("Aggregator A");
v. Conversant Dallas Parkway (F), L.P., a Delaware limited partnership ("Investor F");
vi. CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K");
vii. CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF" and together with Investor A, Investor B, Investor D, Aggregator A, Investor F, and CPIF K, the "Conversant Investors");
viii. Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP");
ix. Michael J. Simanovsky, a citizen of the United States of America;
x. Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP"); and
xi. Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital" and together with the Conversant Investors, Conversant GP, Conversant Private GP and Mr. Simanovsky, the "Reporting Persons").
Investor A, Investor B, Investor D and Investor F are alternative investment vehicles of Conversant GP established for the purpose of investing in Issuer's securities. CPIF SAF is an alternative investment vehicle of Conversant Private GP established for the purpose of investing in Issuer's securities. Aggregator A and CPIF K's indirect parent entity (which wholly owns CPIF K) are alternative investment vehicles of Conversant Private GP established for the purpose of investing in the securities of multiple issuers. CPIF K has been established for the purpose of holding the investment of CPIF K's indirect parent entity in the Issuer. Conversant Capital is the investment manager of and makes investment decisions for the Conversant Investors. Mr. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general partner of each of Investor A, Investor B, Investor D and Investor F. Conversant Private GP is the general partner of each of Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant GP and Conversant Private GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, Conversant Private GP and Mr. Simanovsky may be deemed to beneficially own the shares of Common Stock (including upon exercise of warrants to purchase Common Stock) owned directly by the Conversant Investors.
The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1). The Conversant Investors and Conversant Capital may constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the Securities and Exchange Commission (the "Commission") thereunder. Each of the Conversant Investors expressly disclaims beneficial ownership of the shares of Common Stock owned and held by the other Reporting Persons. |
| (b) | The address of the principal business office of each of the Reporting Persons is: c/o Conversant Capital LLC, 25 Deforest Avenue, Summit, NJ 07901. |
| (c) | The principal business of Mr. Simanovsky is investment management. Investor A, Investor B, Investor D, Investor F, Aggregator A, CPIF K and CPIF SAF are each private investment vehicles. Conversant GP is the general partner of Investor A, Investor B, Investor D and Investor F and Conversant Private GP is the general partner of Aggregator A, CPIF K and CPIF SAF. Conversant Capital is the investment manager to the Conversant Investors. |
| (d) | During the last five years, none of the Reporting Persons has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | The disclosure set forth above in Item 2(d) is incorporated herein by reference. |
| (f) | The disclosure set forth above in Item 2(a) in respect of citizenship is incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Original Schedule 13D, as previously amended, is hereby amended to incorporate the disclosure set forth in Item 4 hereof regarding the consummation of the Equity Financing. The Equity Financing was funded with drawdowns of (a) existing investor capital commitments by Aggregator A, (b) increased capital commitments by existing investors, which commitments were made for the purpose of participating in the Equity Financing, by each of Investor A and CPIF K, and (c) new investor capital commitments by CPIF SAF, which vehicle was established to participate in the Equity Financing. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D, as previously amended, is hereby amended by the addition of the following description of events involving the Reporting Persons and the Issuer.
As disclosed on a Current Report on Form 8-K filed by the Issuer on August 10, 2026, on March 11, 2026, the Issuer entered into a Conversion and Extension Agreement with Investor A and Investor B with respect to 41,250 shares of Series A Preferred Stock and Warrants to purchase 1,031,250 shares of Common Stock (the "Conversion and Extension Agreement"), pursuant to which, among other things, the conversion price of the Series A Preferred Stock was reduced from $40.00 to $32.00 per share of Common Stock (the "Conversion Price") and all of the outstanding shares of Series A Preferred Stock were converted into 1,601,505 shares of Common Stock (the "Series A Conversion"). Accordingly, on March 11, 2026, the Issuer filed with the Secretary of State of the State of Delaware (the "Delaware SOS"): (i) a Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 per share (the "Series A Certificate of Designation" and such amendment, the "Series A Certificate of Designation Amendment"), pursuant to which the Series A Certificate of Designation was amended to reduce the Conversion Price of the Series A Preferred Stock from $40.00 per share of Common Stock to $32.00 per share of Common Stock, and (ii) following the completion of the Series A Conversion, a Certificate of Elimination effecting the elimination of the Series A Junior Participating Preferred Stock, par value $0.01 per share, and the Series A Preferred Stock (the "March Certificate of Elimination").
Further, the disclosure set forth in Item 6 regarding the Exchange Agreement (as defined below) is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | With respect to each Reporting Person, the information set forth in rows 11 and 13 of the applicable cover page is incorporated herein by reference. |
| (b) | With respect to each Reporting Person, the information set forth in rows 7-10 of the applicable cover page is incorporated herein by reference. |
| (c) | Not applicable. |
| (d) | Except for clients of Conversant Capital or another investment advisor subsidiary of Conversant Capital who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock or Warrants, if any, held in managed accounts, no person other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock or Warrants described in this Schedule 13D, other than indirect interests of investors in the Conversant Investors. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The disclosure set forth above in Item 4 regarding the Conversion and Extension Agreement is incorporated herein by reference. The description of the Conversion and Extension Agreement set forth herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Conversion and Extension Agreement. See Item 7.
Subsequently to the Series A Conversion, a stockholder of the Issuer filed a complaint in the United States District Court for the District of Delaware, which included allegations calling into question the validity of the Series A Certificate of Designation Amendment, the Series A Conversion and the shares of Common Stock issued pursuant to the Series A Conversion (the "Subject Shares"). To eliminate any potential uncertainty raised by such allegations and avoid the burden, expense, distraction and inherent uncertainty of litigation without conceding the validity of such claims or any wrongdoing whatsoever, the Issuer, Investor A and Investor B entered into an Exchange Agreement, dated as of August 10, 2026 (the "Exchange Agreement"). Pursuant to the terms and conditions of the Exchange Agreement, promptly following the execution and delivery of the Exchange Agreement, the Issuer: (i) filed a certificate of correction with the Delaware SOS to nullify and void the March Certificate of Elimination relating to the elimination of the Series A Preferred Stock (the "March Certificate of Elimination Correction"); (ii) filed a certificate of correction with the Delaware SOS to nullify and void the Series A Certificate of Designation Amendment (the "Series A Certificate of Designation Amendment Correction" and together with the March Certificate of Elimination Correction, the "Certificates of Correction"); (iii) following the filing of the Certificates of Correction, designated 41,250 shares of a new series of preferred stock, par value $0.01 per share, of the Issuer as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), with terms substantially identical to the Series A Preferred Stock but with a lower conversion price of $32.00 per share; (iv) issued to Investor A and Investor B an aggregate of 41,250 shares of Series B Preferred Stock in exchange for the surrender by Investor A and Investor B of the Subject Shares and any shares of Series A Preferred Stock held by Investor A and Investor B; and (v) issued an aggregate of 1,601,505 shares of Common Stock to Investor A and Investor B upon the conversion of all of the outstanding shares of Series B Preferred Stock. No cash payment was made by the Issuer to Investor A or Investor B in connection with the transactions contemplated by the Exchange Agreement, and no changes were made to the terms of the Warrants held by Investor A and Investor B. Following the conversion of the Series B Preferred Stock, the Issuer filed a Certificate of Elimination (the "August Certificate of Elimination") on August 10, 2026 with the Delaware SOS effecting the elimination of both the Series A Preferred Stock and the Series B Preferred Stock, as no shares of either series of preferred stock were outstanding at the time of the August Certificate of Elimination filing and no shares were to be issued pursuant to the certificate of designation in respect of the Series A Preferred Stock or Series B Preferred Stock. The foregoing descriptions of the Series A Certificate of Designation Amendment Correction, the March Certificate of Elimination Correction, the Series B Certificate of Designation, and the August Certificate of Elimination do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Series A Certificate of Designation Amendment Correction, the March Certificate of Elimination Correction, the Series B Certificate of Designation and the August Certificate of Elimination. See Item 7. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended by the addition of the following exhibits.
Exhibit No. 1.17. Certificate of Correction to the Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, Par Value $0.01 of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.1 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026).
Exhibit No. 1.18. Certificate of Correction to Certificate of Elimination of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.2 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026).
Exhibit No. 1.19. Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock Par Value $0.01 of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.3 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026).
Exhibit No. 1.20. Certificate of Elimination of Sonida Senior Living, Inc., dated August 10, 2026 (incorporated by reference herein to Exhibit 3.4 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026).
Exhibit No. 1.21. The Exchange Agreement, dated as of August 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP (incorporated by reference herein to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Commission on August 10, 2026). |
