SEC FORM 4

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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

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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

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)
03/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2026		P		1,592,406	A	$26.74	3,199,998	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	03/11/2026		P		87,530	A	$26.74	5,353,689	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/11/2026		P		224,829	A	$26.74	224,829	I	See footnotes⁽³⁾⁽⁹⁾
Common Stock	03/11/2026		P		1,834,951	A	$26.74	1,834,951	I	See footnotes⁽³⁾⁽¹⁰⁾
Common Stock	03/11/2026		M		1,504,134	A	$32	6,857,823	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	03/11/2026		M		97,371	A	$32	807,115	I	See footnotes⁽⁵⁾⁽⁶⁾
Common Stock								1,032,216	I	See footnotes⁽⁵⁾⁽⁷⁾
Common Stock								648,942	I	See footnotes⁽⁵⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$40	03/11/2026		D		38,742		11/03/2021	⁽¹¹⁾	Common Stock	1,203,308	⁽¹²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	$40	03/11/2026		D		2,508		11/03/2021	⁽¹¹⁾	Common Stock	77,897	⁽¹²⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾
Series A Convertible Preferred Stock	$32	03/11/2026		A		38,742		03/11/2026	⁽¹¹⁾	Common Stock	1,504,134	⁽¹²⁾	38,742	I	See footnotes⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	$32	03/11/2026		A		2,508		03/11/2026	⁽¹¹⁾	Common Stock	97,371	⁽¹²⁾	2,508	I	See footnotes⁽⁵⁾⁽⁶⁾
Series A Convertible Preferred Stock	$32	03/11/2026		M		38,742		03/11/2026	⁽¹¹⁾	Common Stock	1,504,134	$0	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	$32	03/11/2026		M		2,508		03/11/2026	⁽¹¹⁾	Common Stock	97,371	$0	0	I	See footnotes⁽⁵⁾⁽⁶⁾
Warrant	$40	03/11/2026		D		968,538		11/03/2021	11/03/2026	Common Stock	968,538	⁽¹²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Warrant	$40	03/11/2026		D		62,712		11/03/2021	11/03/2026	Common Stock	62,712	⁽¹²⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾
Warrant	$40	03/11/2026		A		968,538		03/11/2026	11/03/2027	Common Stock	968,538	⁽¹²⁾	968,538	I	See footnotes⁽⁴⁾⁽⁵⁾
Warrant	$40	03/11/2026		A		62,712		03/11/2026	11/03/2027	Common Stock	62,712	⁽¹²⁾	62,712	I	See footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Simanovsky Michael

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

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

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

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

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

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

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

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. 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"); Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"); Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP") and Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") (collectively the filing persons are the "Reporting Persons").

2. Securities are held by Aggregator A.

3. Conversant Private GP is the general partner of Aggregator A, CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K") and CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF") and Conversant Capital is the investment manager to Aggregator A, CPIF K and CPIF SAF. 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, CPIF K and CPIF SAF. Mr. Simanovsky, Conversant Capital and Conversant Private GP, each disclaims beneficial ownership of the securities held by Aggregator A, CPIF K and CPIF SAF except to the extent of his or its pecuniary interest therein.

4. Securities are held by Investor A.

5. Conversant GP is the general partner of each of Investor A, Investor B, Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D") and Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"). Conversant Capital is the investment manager to each of Investor A, Investor B, Investor D and Investor F. 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, Investor B, Investor D and Investor F. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor A, Investor B, Investor D and Investor F except to the extent of his or its pecuniary interest therein.

6. Securities are held by Investor B.

7. Securities are held by Investor D.

8. Securities are held by Investor F.

9. Securities are held by CPIF K.

10. Securities are held by CPIF SAF.

11. There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.

12. On March 11, 2026, the Issuer agreed with each of Investor A and Investor B to (i) amend the shares of Series A Convertible Preferred Stock to reduce the conversion price to $32 per share of Common Stock, (ii) make a onetime payment of approximately $5.8 million in the aggregate, which included approximately $1.1 million of accrued but unpaid dividends for the period of January 1, 2026 through March 11, 2026, to Investor A and Investor B pro rata in accordance with their holdings of Series A Convertible Preferred Stock, and (iii) extend the expiration of the Warrants by one year, from November 3, 2026 to November 3, 2027, and each of Investor A and Investor B agreed to immediately thereafter convert its shares of Series A Convertible Preferred Stock to shares of Common Stock.

Remarks:

Michael Simanovsky, Conversant Capital's Managing Partner, and Robert T. Grove, a Principal of Conversant Capital, serve as members of the Issuer's board of directors. On the basis of the relationship between Messrs. Simanovsky and Grove and the Reporting Person, the Reporting Person 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	03/13/2026
	CONVERSANT CAPITAL LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/13/2026
	CONVERSANT GP HOLDINGS LLC by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/13/2026
	CONVERSANT DALLAS PARKWAY (A) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/13/2026
	CONVERSANT DALLAS PARKWAY (B) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/13/2026
	CONVERSANT PRIVATE GP LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/13/2026
	CONVERSANT PIF AGGREGATOR A LP by: Conversant Private GP LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer	03/13/2026
	** 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).
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