Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0000895345-21-000958 0001850901 XXXXXXXX LIVE 10 Common Stock, $0.01 par value per share 08/21/2026 false 0001043000 140475203 SONIDA SENIOR LIVING, INC. 14755 PRESTON ROAD SUITE 810 DALLAS TX 75254 Conversant Capital LLC 908-466-5050 25 Deforest Avenue Attn: Paul Dumaine Summit NJ 07901 With a copy to: John M. Bibona (212) 859-8000 Fried,Frank,Harris,Shriver&Jacobson LLP One New York Plaza New York NY 10004 0001892127 Conversant Dallas Parkway (A) LP b OO DE 0 7826361 0 7826361 7826361 N 15.9 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 6,857,823 shares of Common Stock, and (ii) 968,538 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0001892128 Conversant Dallas Parkway (B) LP b OO DE 0 869827 0 869827 869827 N 1.8 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 807,115 shares of Common Stock, and (ii) 62,712 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0002016872 Conversant Dallas Parkway (D) LP b OO DE 0 1032216 0 1032216 1032216 N 2.1 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 1,032,216 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0002032036 Conversant Dallas Parkway (F) LP b OO DE 0 648942 0 648942 648942 N 1.3 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 648,942 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0002034747 Conversant PIF Aggregator A LP b OO DE 0 3199998 0 3199998 3199998 N 6.5 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 3,199,998 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0001850910 Conversant GP Holdings LLC b OO DE 0 10377346 0 10377346 10377346 N 21.1 OO (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 9,346,096 shares of Common Stock, and (ii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0001850901 Conversant Capital LLC b OO DE 0 14454529 0 14454529 14454529 N 29.5 IA OO (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 13,423,279 shares of Common Stock, and (ii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0002034835 Conversant Private GP LLC b OO DE 0 4077183 0 4077183 4077183 N 8.3 OO (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 4,077,183 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. Y CPIF K Co-Invest SPT A, L.P. b OO E9 0 224829 0 224829 224829 N 0.5 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 224,829 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. Y CPIF Sparti SAF, L.P. b OO DE 0 652356 0 652356 652356 N 1.3 PN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 652,356 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. 0001596522 Simanovsky Michael b OO X1 0 14454529 0 14454529 14454529 N 29.5 IN (1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 13,423,279 shares of Common Stock, and (ii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 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. Common Stock, $0.01 par value per share SONIDA SENIOR LIVING, INC. 14755 PRESTON ROAD SUITE 810 DALLAS TX 75254 This Amendment No. 10 ("Amendment No. 10") further amends and supplements the original statement on Schedule 13D filed by Conversant Dallas Parkway (A) LP ("Investor A"), Conversant Dallas Parkway (B) LP ("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 August 10, 2026 ("Amendment No. 9"), Amendment No. 8 filed on March 13, 2026, 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) LP ("Investor D") regarding the Issuer. Amendment No. 5 was the initial statement on Schedule 13D for Conversant PIF Aggregator A LP ("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) LP ("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. 10, 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. 10 have the meanings set forth in the Original Schedule 13D, as previously amended. Item 3 of the Original Schedule 13D, as previously amended, is hereby amended to incorporate the following. On August 21, 2026, at the request of certain limited partners of CPIF SAF unaffiliated with Conversant Capital, and in satisfaction of Conversant Private GP's pre-existing obligations to such limited partners, Conversant Private GP caused CPIF SAF to distribute in kind an aggregate 1,182,595 shares of Common Stock to such limited partners for no consideration, in connection with their withdrawal from CPIF SAF. 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 certain limited partners of CPIF SAF. The disclosure set forth in Item 3 above regarding the distribution of shares of Common Stock to certain limited partners in CPIF SAF is incorporated herein. 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. With respect to each Reporting Person, the information set forth in rows 7-10 of the applicable cover page is incorporated herein by reference. Not applicable. 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. Not applicable. Item 6 is hereby amended by the addition of the following. The disclosure set forth in Item 3 above regarding the transfer of shares of Common Stock to certain limited partners in CPIF SAF is incorporated herein. Conversant Capital has a non-discretionary investment advisory relationship with, and an ongoing interest in the proceeds of the sale of distributed shares of Common Stock received by, one of the distributees, subject in respect of the latter to an agreed-upon hurdle rate. Conversant Dallas Parkway (A) LP /s/ Paul Dumaine by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant Dallas Parkway (B) LP /s/ Paul Dumaine by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant Dallas Parkway (D) LP /s/ Paul Dumaine by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant Dallas Parkway (F) LP /s/ Paul Dumaine by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant PIF Aggregator A LP /s/ Paul Dumaine by: Conversant Private GP LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant GP Holdings LLC /s/ Paul Dumaine by: Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant Capital LLC /s/ Paul Dumaine by: Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Conversant Private GP LLC /s/ Paul Dumaine by: Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 CPIF K Co-Invest SPT A, L.P. /s/ Paul Dumaine by: Conversant Private GP LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 CPIF Sparti SAF, L.P. /s/ Paul Dumaine by: Conversant Private GP LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer 08/25/2026 Simanovsky Michael /s/ Paul Dumaine by: Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky 08/25/2026