Michael Simanovsky - Jun 29, 2023 Form 4 Insider Report for SONIDA SENIOR LIVING, INC. (SNDA)

Signature
/s/ Michael J Simanovsky
Stock symbol
SNDA
Transactions as of
Jun 29, 2023
Transactions value $
$6,675,000
Form type
4
Date filed
7/5/2023, 09:28 PM
Previous filing
Apr 4, 2023
Next filing
Nov 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNDA Common Stock Award $608K +60.8K +2.17% $10.00 2.86M Jun 29, 2023 See footnotes F1, F2, F3, F4
transaction SNDA Common Stock Award $67.3K +6.73K +3.71% $10.00 188K Jun 29, 2023 See footnotes F1, F2, F5, F6
transaction SNDA Common Stock Options Exercise $5.4M +540K +18.86% $10.00 3.4M Jul 3, 2023 See footnotes F2, F3, F4
transaction SNDA Common Stock Options Exercise $599K +59.9K +31.79% $10.00 248K Jul 3, 2023 See footnotes F2, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SNDA Equity Commitment Award -1.35M -50% 1.35M Jun 29, 2023 Common Stock 1.35M $10.00 See footnotes F4, F6, F7
transaction SNDA Equity Commitment Options Exercise $0 +600K +400% $0.00 750K Jul 3, 2023 Common Stock 600K $10.00 See footnotes F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were issued by the Issuer as consideration for the Reporting Person's entry into the Conversant Commitment Agreement described in the Current Report on Form 8-K filed by the Issuer with the SEC on July 5, 2023 (the "Issuer 8-K").
F2 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"); and Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B") (collectively the filing persons are the "Reporting Persons").
F3 Shares are held by Investor A.
F4 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, 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
F5 Shares are held by Investor B
F6 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, 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.
F7 On June 29, 2023, Investor A and Investor B entered into the Conversant Commitment Agreement, jointly agreeing to buy up to 1,350,000 shares of Common Stock at $10 per share in cash upon the Issuer's notification pursuant to and subject to the terms and conditions of the Conversant Commitment Agreement described in and filed as an exhibit to the Issuer 8-K.

Remarks:

Max Levy, a Principal of Conversant Capital, serves as a member of the Issuer's board of directors. On the basis of the relationships between Mr. Levy and the Reporting Persons, each of 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.