Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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