Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 5)*

Sonida Senior Living, Inc.

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(Name of Issuer)

Common Stock, $0.01 par value per share

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(Title of Class of Securities)

140475203

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(CUSIP Number)

Paul Dumaine

Conversant Capital LLC

25 Deforest Avenue

Summit, NJ 07901

908-466-5100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

John M. Bibona

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

[phone]

August 12, 2024

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the followingbox ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant Dallas Parkway (A) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			7,753,089(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,753,089(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,753,089(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	36.6%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Consists of (i) 5,266,159 shares of Common Stock, (ii) 1,203,308 shares of Common Stock issuable upon conversion of 38,742 shares of Series A Preferred Stock of the Issuer, (iii) 968,538 shares of Common Stock issuable upon exercise of warrants of the Issuer, and (iv) 315,084 shares of Common Stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant Dallas Parkway (B) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,534,211(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,534,211(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,534,211(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.2%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Consists of (i) 1,358,686 shares of Common Stock, (ii) 77,897 shares of Common Stock issuable upon conversion of 2,508 shares of Series A Preferred Stock of the Issuer, (iii) 62,712 shares of Common Stock issuable upon exercise of warrants of the Issuer, and (iv) 34,916 shares of Common Stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant Dallas Parkway (D) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,032,216(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,032,216(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,032,216(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.9%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Consists of 1,032,216 shares of Common Stock.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant PIF Aggregator A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,403,815(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,403,815(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,403,815(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.6%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Consists of 1,403,815 shares of Common Stock.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant GP Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,319,516(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,319,516(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,319,516(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	48.7%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Consists of (i) 7,657,061 shares of Common Stock, (ii) 1,281,205 shares of Common Stock issuable upon conversion of 41,250 shares of Series A Preferred Stock of the Issuer, (iii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer, and (iv) 350,000 shares of Common Stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Michael J. Simanovsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,723,331(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,723,331(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,723,331(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.3%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Consists of (i) 9,060,876 shares of Common Stock, (ii) 1,281,205 shares of Common Stock issuable upon conversion of 41,250 shares of Series A Preferred Stock of the Issuer, (iii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer, and (iv) 350,000 shares of Common Stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,723,331(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,723,331(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,723,331(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.3%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, IA

(1) Consists of (i) 9,060,876 shares of Common Stock, (ii) 1,281,205 shares of Common Stock issuable upon conversion of 41,250 shares of Series A Preferred Stock of the Issuer, (iii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer, and (iv) 350,000 shares of Common Stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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 CUSIP NO. 140475203

1	NAMES OF REPORTING PERSONS
	Conversant Private GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,403,815(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,403,815(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,403,815(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.6%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Consists of 1,403,815 shares of Common Stock.

(2) The percentage reflected is based on the sum of (i) 14,240,746 outstanding shares of Common Stock on August 8, 2024, as provided under Form 10-Q filed by the Issuer with the Commission on August 12, 2024, plus (ii) 1,281,205 shares of Common Stock issuable in the aggregate upon conversion of the Series A Preferred Stock held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (iv) 350,000 shares of Common Stock issuable in the aggregate upon draws of the Issuer under the Conversant Equity Commitment entered into by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, plus (v) 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the final prospectus filed by the Issuer with the Commission on August 19, 2024.

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CUSIP NO. 140475203

This Amendment No. 5 (“Amendment No. 5”) 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 26, 2024 (“Amendment No. 4”), Amendment No. 3 filed on February 6, 2024 (“Amendment No. 3”), Amendment No. 2 filed on November 6, 2023 (“Amendment No. 2”) and Amendment No. 1 filed on July 7, 2023 (“Amendment No. 1”). Amendment No. 4 was the initial statement on Schedule D for Investor D regarding the Issuer. To the extent applicable, the Original Schedule 13D, as previously and hereby amended, is hereby adopted by Conversant PIF Aggregator A LP (“Aggregator A”) and Conversant Private GP LLC (“Conversant Private GP”) as its original filing on Schedule 13D regarding the Issuer. Aggregator A, Investor A, Investor B and Investor D together are the “Conversant Investors,” and they, together with Conversant GP, Conversant Private GP, Conversant Capital 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. 5, 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. 5 have the meanings set forth in the Original Schedule 13D, as previously amended.
Item 2.	Identity and Background
Item 2 is hereby amended and restated to read as follows:
(a), (f) 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 LP, a Delaware limited partnership (“Aggregator A” and together with Investor A, Investor B and Investor D, the “Conversant Investors”);
	v.	Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”);
	vi.	Conversant Private GP LLC, a Delaware limited liability company (“Conversant Private GP”);
	vii.	Michael J. Simanovsky, a citizen of the United States of America; and
	viii.	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 and Investor D are alternative investment vehicles of Conversant GP established for purpose of investing in Issuer’s securities. Aggregator A is an alternative investment vehicle of Conversant Private GP established for purpose of investing in Issuer’s securities. 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 and Investor D. Conversant Private GP is the general partner of Aggregator A. 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 Common stock issuable upon conversion of Series A Preferred Stock or 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.

 

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CUSIP NO. 140475203

(c) The principal business of Mr. Simanovsky is investment management. Investor A, Investor B, Investor D and Aggregator A are each private investment vehicles. Conversant GP is the general partner of each of Investor A, Investor B and Investor D and Conversant Private GP is the general partner of Aggregator A. Conversant Capital is the investment manager to the Conversant Investors.
(d)-(e) During the last five years, none of the Reporting Persons have: (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.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by the addition of the following:
The disclosure set forth below in Item 4 of this Amendment regarding the closing of the Offering (as defined below) is incorporated herein.
Item 4.	Purpose of Transaction
Item 4 is hereby amended by the addition of the following:
As disclosed on the Registration Statement on Form S-3 filed by the Issuer with the SEC on July 19, 2024, and supplemented by the Prospectus Supplement filed by the Issuer with the SEC on August 15, 2024, the Issuer, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and BMO Capital Markets Corp, as representatives of the underwriters (“Representatives”), entered into an Underwriting Agreement providing for a public offering of 4,300,000 shares of Common Stock of the Issuer (the “Offering”).
On August 12, 2024, pursuant to the Investor Rights Agreement, Investor A and Investor B consented to the Offering and waived any preemptive rights with respect thereto, provided that such waiver of preemptive rights was only effective if Investor A and Investor B, and/or their affiliates, were permitted to purchase up to $75,000,000 of shares of Common Stock of the Issuer pursuant to the Offering at the public offering price. Such waiver of preemptive rights is solely applicable for the Offering and does not affect the rights of Investor A and Investor B under the Investor Rights Agreement with respect to any other transactions or offerings.
In connection with the Offering, Investor A, Investor B and Investor D have also entered into a Lock-up Agreement on August 15, 2024, pursuant to which Investor A, Investor B and Investor D have agreed, for a period starting from the date thereof and ending on the date that is 90 days after the date of the final prospectus supplement, not to, without the prior consent of the Representatives on behalf of the underwriters, among other actions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by them or any other securities so owned that are convertible into or exercisable or exchangeable (directly or indirectly) for, or that represent the right to receive, shares of Common Stock (“Other Securities”) or (ii) enter into any swap, hedging transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or Other Securities.
At the closing of the Offering, which was completed on August 19, 2024, the Company issued 4,300,000 shares of Common Stock, including issuing 234,358 shares of Common Stock to Investor A, 211,827 shares of Common Stock to Investor B and 1,403,815 shares of Common Stock to Aggregator A. The Conversant Investors paid for the shares of Common Stock using a combination of their existing investment capital and by calling capital from their investors.
Item 5.	Interest in Securities of the Issuer.
Items 5(a) and (b) are hereby amended and restated to read as follows:
(a), (b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D.
Item 5(c) is hereby amended by the addition of the following:
(c) The disclosure set forth above in Item 4 of this Amendment is incorporated herein.

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CUSIP NO. 140475203

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by the addition of the following:
The disclosure set forth above in Item 4 of this Amendment is incorporated herein.
Item 7.	Material to be Filed as Exhibits
Item 7 is hereby amended by the replacement of Exhibit 99.1.
1.9	Consent and Waiver of Preemptive Rights, dated August 12, 2024.
1.10	Lock-up Agreement, dated August 15, 2024
99.1	Joint Filing Agreement, dated August 21, 2024.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 21, 2024

	CONVERSANT DALLAS PARKWAY (A) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	CONVERSANT DALLAS PARKWAY (B) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	CONVERSANT DALLAS PARKWAY (D) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Paul Dumaine
	Name:  Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	CONVERSANT PIF AGGREGATOR A LP
	By:  Conversant Private GP LLC, its general partner
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title: General Counsel
	CONVERSANT GP HOLDINGS LLC
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title: General Counsel and Chief Compliance Officer
	CONVERSANT CAPITAL LLC
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	MICHAEL J. SIMANOVSKY
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  Attorney-in-Fact for Michael J. Simanovsky
	CONVERSANT PRIVATE GP LLC
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title: General Counsel and Chief Compliance Officer

 

Docusign Envelope ID: DE5EA26A-1416-4096-83AC-DA3E3D71D4DB

SONIDA SENIOR LIVING, INC.
14755 Preston Road, Suite 810
Dallas, Texas 75254

August 12,2024

Conversant Dallas Parkway (A) LP

Conversant Dallas Parkway (B) LP
do Conversant Capital LLC
25 Deforest Avenue

Summit, New Jersey 07901
Attention: Keith O'Connor

Re: Consent and Waiver of Preemptive Rights
All:

Reference is made to the Investor Rights Agreement, dated November 3, 2021 (the “Investor Rights Agreement”), by and among the Sonida Senior Living, Inc. (the “Company”), Conversant Dallas Parkway (A) LP (“Conversant Investor A”), Conversant Dallas Parkway (B) LP (“Conversant Investor B” and, together with Conversant Investor A, the “Conversant Investors”) and Silk Partners, LP. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Investor Rights Agreement.

As you are aware, the Company is pursuing the issuance and sale of up to an aggregate total of $150,000,000 of shares of its common stock, plus any over-allotment granted to Morgan Stanley & Co. LLC, BMO Capital Markets Corp. and RBC Capital Markets, LLC (together, the Underwriters”) in the form of an underwritten public offering (the “Offering”), pursuant to the terms and conditions of an Underwriting Agreement to be entered into between the Company and the Underwriters (the “Underwriting Agreement”).

By countersigning this notice, the Conversant Investors hereby consent to the Offering, Underwriting Agreement and the transactions contemplated thereby and waive any preemptive rights with respect thereto pursuant to the terms and conditions of the Investor Rights Agreement, including Section 4 and Section 5 thereof; provided, that such waiver of preemptive rights shall only be effective to the extent the Conversant Investors and/or their affiliates are permitted to purchase up to $75,000,000 of shares of the Company's common stock pursuant to the Offering at the public offering price; provided,furiher that for the avoidance of doubt, such consent and waiver of the Conversant Investors shall solely be applicable to the Offering, the Underwriting Agreement and the transactions contemplated thereby, and shall not affect the rights of the Conversant Investors under the Investor Rights Agreement with respect to any other transactions or offerings.

[Signature Page Follows]

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Docusign Envelope ID: DE5EA26A-1416-4096-83AC-DA3E3D71D4DB

By your counter signature below, you acknowledge and agree to this consent and waiver.

	Very truly yours,   SONIDA SENIOR LIVING, INC.
	By:	/s/ David R. Brickman
	Name: David R. Brickman Title: Senior Vice President, General Counsel and Secretary

Acknowledged and agreed, as of the

date first written above:

COVERSANT DALLAS PARKWAY (A) LP
By:	/s/ Paul Dumaine
Name: Paul Dumaine Title: General Counsel

COVERSANT DALLAS PARKWAY (B) LP
By:	/s/ Paul Dumaine
Name: Paul Dumaine Title: General Counsel

[Signature Page to Conset and Waiver]

Execution Version

LOCK-UP AGREEMENT
August 15, 2024

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

BMO Capital Markets Corp.

As representatives of the several Underwriters

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281

c/o BMO Capital Markets Corp.
151 W 42nd Street, 32nd Floor
New York, New York 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and BMO Capital Markets Corp. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Sonida Senior Living, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of 4,300,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 19, 2024.

    To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, and will not cause any direct or indirect controlled affiliate to (which, for the avoidance of doubt, will not include the Company), and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus supplement (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended

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(the “Exchange Act”)), by the undersigned or any other securities so owned that are convertible into or exercisable or exchangeable (directly or indirectly) for, or that represent the right to receive, shares of Common Stock (“Other Securities”) or (2) enter into any swap, hedging transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or Other Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or Other Securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which would reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Common Stock or Other Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock, Other Securities, in cash or otherwise.

Notwithstanding the foregoing, the provisions of the immediately preceding paragraph shall not apply to or prohibit any of the following transactions:

(a)

transactions relating to shares of Common Stock or Other Securities acquired in open market transactions after the completion of the Public Offering; provided that if any filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or Other Securities acquired in such open market transactions, such filing shall clearly indicate that such filing relates to the Shares of Common Stock or Other Securities acquired in open market transactions after the completion of the Public Offering;

(b)	transfers of shares of Common Stock or Other Securities as a bona fide gift or charitable contribution;

(c)	transfers of shares of Common Stock or Other Securities by will or intestacy;

(d)

transfers of shares of Common Stock or Other Securities to any trust or other bona fide estate planning vehicle for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust or other bona fide estate planning vehicle, to a trustor or beneficiary of the trust or other bona fide estate planning vehicle to the estate of a beneficiary of such trust or other bona fide estate planning vehicle (for purposes of this agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);

(e)	transfers of shares of Common Stock or Other Securities to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

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(f)	transfers of shares of Common Stock or Other Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (b) through (e) above;
(g)	distributions of shares of Common Stock or Other Securities to limited partners, members, owners or stockholders of the undersigned;
(h)	transfers of shares of Common Stock or Other Securities by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement;
(i)	transfers of shares of Common Stock or Other Securities to the Company from an employee or director of the Company upon death, disability or termination of employment, in each case, of such employee or director;
(j)	transfers or dispositions of shares of Common Stock or Other Securities to the Company in connection with vesting, settlement, or exercise of restricted stock awards, restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock awards, restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this agreement, and provided further that any such restricted stock awards, restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement and the Prospectus;
(k)	transfers of shares of Common Stock or Other Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s shares of Common Stock or Other Securities shall remain subject to the provisions of this agreement;
(l)	establishing a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; or

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(m)	transfers of shares of Common Stock or Other Securities to the undersigned’s affiliates or to any investment fund or other entity controlled by or controlling the undersigned;

provided that (A) in the case of any transfer pursuant to clause (b), such transfer shall not involve a disposition for value and each donee shall sign and deliver a lock up agreement substantially in the form of this agreement, (B) in the case of any transfer or distribution pursuant to clause (c), (d), (e), (f), (g), (h) and (m), each devisee, transferee or distributee shall sign and deliver a lock up agreement substantially in the form of this agreement, (C) in the case of any transfer or distribution pursuant to clause (c), (d), (e) and (f), (g) and (m), no filing under Section 16(a) of the Exchange Act by the undersigned reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period, and (D) in the case of any transfer or dispositions pursuant to clause (b), (h), (i) and (j), it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement by the undersigned reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or disposition shall be legally required during the Restricted Period, then such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer or disposition.

In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or Other Securities; provided, that the forgoing shall not restrict the Company from preparing and filing with the SEC a registration statement of the Company providing for the registration and resale of all of the shares of Common Stock issued by the Company to the Purchasers under the Securities Purchase Agreement, dated February 1, 2024. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock and Other Securities except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this agreement or the subject matter hereof nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Shares and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this agreement and the subject matter hereof to the extent the undersigned has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to

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participate in the Public Offering or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

This agreement shall automatically terminate, and the undersigned will be released from all of its obligations hereunder, upon the earliest to occur, if any, of (a) the date that the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date that the Company withdraws the Registration Statement related to the Public Offering before the execution of the Underwriting Agreement, (c) if the Underwriting Agreement is executed but terminated prior to payment for and delivery of the Shares to be sold thereunder, the date that the Underwriting Agreement is terminated (without regard to any provisions thereof that survive termination), or (d) August 30, 2024 if the Public Offering of the Shares has not been completed by such date. In addition, in the event that the Representatives consent to the release of the restrictions set forth herein with respect to any shares of Common Stock or Other Securities held by Silk Partners, LP or its affiliates, the Representatives will agree to a proportional release of the restrictions set forth herein with respect to the shares of Common Stock or Other Securities, as applicable, held by the undersigned and its affiliates.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This agreement may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This agreement shall be governed by and construed in accordance with the laws of the State of New York.

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	Very truly yours,   COVERSANT DALLAS PARKWAY (A) LP   By: Conversant GP Holdings, LLC, its general partner
	By:	/s/ Paul Dumaine
	Name: Paul Dumaine Title: General Counsel
	Address:Conversant Dallas Parkway (A) LP c/o Conversant Capital LLC 25 Deforest Avenue Summit, New Jersey 07901

	Very truly yours,   COVERSANT DALLAS PARKWAY (B) LP   By: Conversant GP Holdings, LLC, its general partner
	By:	/s/ Paul Dumaine
	Name: Paul Dumaine Title: General Counsel
	Address:Conversant Dallas Parkway (A) LP c/o Conversant Capital LLC 25 Deforest Avenue Summit, New Jersey 07901

	Very truly yours,   COVERSANT DALLAS PARKWAY (D) LP   By: Conversant GP Holdings, LLC, its general partner
	By:	/s/ Paul Dumaine
	Name: Paul Dumaine Title: General Counsel
	Address:Conversant Dallas Parkway (A) LP c/o Conversant Capital LLC 25 Deforest Avenue Summit, New Jersey 07901

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock and Preferred Stock of Sonida Senior Living, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this agreement expressly authorizes each other party of this agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Dated: August 21, 2024.

	CONVERSANT DALLAS PARKWAY (A) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	CONVERSANT DALLAS PARKWAY (B) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	CONVERSANT DALLAS PARKWAY (D) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Paul Dumaine
	Name:  Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	CONVERSANT PIF AGGREGATOR A LP
	By:  Conversant Private GP LLC, its general partner
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title: General Counsel
	CONVERSANT GP HOLDINGS LLC
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title: General Counsel and Chief Compliance Officer
	CONVERSANT CAPITAL LLC
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  General Counsel and Chief Compliance Officer
	MICHAEL J. SIMANOVSKY
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title:  Attorney-in-Fact for Michael J. Simanovsky
	CONVERSANT PRIVATE GP LLC
	/s/ Paul Dumaine
	Name: Paul Dumaine
	Title: General Counsel and Chief Compliance Officer

 

 

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