Sec Form 13D Filing - Levinson Sam filing for SONIDA SENIOR LIVING INC. (SNDA) - 2021-09-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Capital Senior Living Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

140475104

(CUSIP Number)

Shmuel Lieberman
c/o GF Investments
810 Seventh Avenue
28th Floor,
New York, NY 10019
(212) 259-0300

with a copy to:

Alan J. Sinsheimer

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

 

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

 

 

September 9, 2021

(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 following box. ☐

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).

   

 

 

         
CUSIP No. 140475104   13D   Page 2 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

Seymour Pluchenik

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

AF

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

373, 912(1)

  9.  

SOLE DISPOSITIVE POWER

 

0

  10.  

SHARED DISPOSITIVE POWER

 

373, 912(1)

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

373, 912

   
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)

 

17.07%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

   

 

 

1

Represents 16,917 shares of common stock, $0.01 par value (“Common Stock”), of Capital Senior Living Corporation, a Delaware corporation (the “Issuer”) owned by PF Investors, LLC (“PF Investors”) and 356,995 shares of Common Stock owned by Silk Partners, LP (“Silk”).

2This calculation is based on 2,190,599 shares of Common Stock outstanding as of August 10, 2021, as reported on the Form 10-Q filed by the Issuer on August 13, 2021.

   

 

         
CUSIP No. 140475104   13D   Page 3 of 15 Pages
         
         
1.  

NAMES OF REPORTING PERSONS

 

Sam Levinson

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(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 ITEMS 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

 

356,995(3)

  9.  

SOLE DISPOSITIVE POWER

 

0

  10.  

SHARED DISPOSITIVE POWER

 

356,995(3)

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

356,995

   
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)

 

16.30%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

   

 

 

 

3

Represents 356,995 shares of Common Stock, owned by Silk.

 

   

 

 

         
CUSIP No. 140475104   13D   Page 4 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

Simon Glick

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

AF

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

356,995(3)

  9.  

SOLE DISPOSITIVE POWER

 

0

  10.  

SHARED DISPOSITIVE POWER

 

356,995(3)

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

356,995

   
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)

 

16.30%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

   
   

 

 

         
CUSIP No. 140475104   13D   Page 5 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

Silk Partners, LP

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

WC

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.  

SOLE VOTING POWER

 

356,995(3)

  8.  

SHARED VOTING POWER

 

0

  9.  

SOLE DISPOSITIVE POWER

 

356,995(3)

  10.  

SHARED DISPOSITIVE POWER

 

0

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

356,995

   
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)

 

16.30%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

   
   

 

 

         
CUSIP No. 140475104   13D   Page 6 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

Siget, LLC

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

AF

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

356,995(3)

  9.  

SOLE DISPOSITIVE POWER

 

0

  10.  

SHARED DISPOSITIVE POWER

 

356,995(3)

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

356,995

   
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)

 

16.30%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

   
   

 

 

         
CUSIP No. 140475104   13D   Page 7 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

Siget NY Partners, L.P.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

AF

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

356,995(3)

  9.  

SOLE DISPOSITIVE POWER

 

0

  10.  

SHARED DISPOSITIVE POWER

 

356,995(3)

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

356,995

   
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)

 

16.30%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

   
   

 

 

         
CUSIP No. 140475104   13D   Page 8 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

1271 Associates, LLC

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

AF

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

356,995(3)

  9.  

SOLE DISPOSITIVE POWER

 

0

  10.  

SHARED DISPOSITIVE POWER

 

356,995(3)

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

356,995

   
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)

 

16.30%(2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

   
   

 

 

         
CUSIP No. 140475104   13D   Page 9 of 15 Pages
         

 

         
1.  

NAMES OF REPORTING PERSONS

 

PF Investors, LLC

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS (see instructions)

 

WC

   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.  

SOLE VOTING POWER

 

16,917(4)

  8.  

SHARED VOTING POWER

 

0

  9.  

SOLE DISPOSITIVE POWER

 

16,917(4)

  10.  

SHARED DISPOSITIVE POWER

 

0

 

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,917

   
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)

 

0.77% (2)

   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

   

 

 

4Represents 16,917 shares of Common Stock owned by PF Investors.

 

   

 

 

         
CUSIP No. 140475104   13D   Page 10 of 15 Pages
         
         

This Amendment No. 5 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Sam Levinson, Silk Partners, LP, Siget NY Partners, L.P, 1271 Associates, LLC, Seymour Pluchenik, Siget, LLC, Simon Glick and PF Investors, LLC (the “Reporting Persons”) on September 10, 2018, as amended by Amendment No. 1 to Schedule 13D filed on October 9, 2018, Amendment No. 2 to Schedule 13D filed on June 5, 2019, Amendment No. 3 to Schedule 13D filed on July 1, 2019 and Amendment No. 4 to Schedule 13D filed on August 17, 2021 (the “Schedule 13D”), relating to the beneficial ownership of Common Stock of the Issuer. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

 

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 1.  Security and Issuer.

No changes.

Item 2.  Identity and Background.

No changes.

   

 

         
CUSIP No. 140475104   13D   Page 11 of 15 Pages
         
         

Item 3.  Source or Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

The aggregate purchase price for the shares of Common Stock beneficially owned by the Reporting Persons was $40,818,135.27. Silk and PF Investors used a portion of their working capital to fund those purchases.

 Item 4.  Purpose of Transaction.

Except as specifically set forth below, no changes. 

Item 4 is hereby amended and restated by adding the following sentence to the first paragraph. 

The Reporting Persons believe that an underwritten shareholder rights offering could offer superior value to the currently proposed transaction.

Item 4 is hereby amended and restated by adding the following as the fourth paragraph. 

This Schedule 13D is not a solicitation and the Reporting Persons are not hereby soliciting, and do not intend to solicit, any stockholder to vote, withhold a vote, grant a proxy with regard to, or in any other way take any action with regard to the matters to be voted upon at the Special Meeting of the Issuer on October 12, 2021 and will not accept any proxies in connection with the same.

Item 5.  Interest in Securities of the Issuer.

Except as specifically set forth below, no changes.

Item 5(a) is hereby amended and restated in its entirety as follows:

  (a)

Messrs. Levinson and Glick, Silk, Siget, Siget NY and 1271 Associates may be deemed to beneficially own 356,995 shares of Common Stock, or approximately 16.30% of the outstanding shares of Common Stock. Mr. Pluchenik may be deemed to beneficially own 373,912 shares of Common Stock, or approximately 17.07% of the outstanding shares of Common Stock. PF Investors may be deemed to beneficially own 16,917 shares of Common Stock, or approximately 0.77% of the outstanding shares of Common Stock. The foregoing percentage calculations are based on 2,190,599 shares of Common Stock outstanding, as reported as of August 10, 2021 on the Form 10-Q filed by the Issuer on August 13, 2021.

 

Item 5(c) is supplemented as follows:

 

  (c) The transactions in shares of Common Stock effected by the Reporting Persons in the last sixty days are set forth on Schedule 1 attached hereto, all of which were effected in open market purchases on the New York Stock Exchange through various brokerage entities.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No changes.

Item 7.  Material to Be Filed as Exhibits.

No changes.

   

 

         
CUSIP No. 140475104   13D   Page 12 of 15 Pages
         
         

 

SIGNATURE

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: September 13, 2021

  SAM LEVINSON
   
  /s/ Sam Levinson
   

 

  SIMON GLICK       /s/ Simon Glick    

 

  SEYMOUR PLUCHENIK
   
  /s/ Seymour Pluchenik

 

   
  SILK PARTNERS, LP
   
  By Siget, LLC, a Delaware limited liability company and general partner of Silk Partners, LP     
     
  By /s/ Seymour Pluchenik
   

 

Name: Seymour Pluchenik

Title: Managing Member

 

   
  SIGET, LLC
   
  By

/s/ Seymour Pluchenik

 

    Name: Seymour Pluchenik
Title: Managing Member
     

 

   

 

 

         
CUSIP No. 140475104   13D   Page 13 of 15 Pages
         
         

 

 

   
  SIGET NY PARTNERS, L.P.
   
  By 1271 ASSOCIATES, LLC, a Delaware limited liability company and general partner of Siget NY Partners, L.P.
     
  By /s/ Seymour Pluchenik
   

 

Name: Seymour Pluchenik

Title: Managing Member

   
  1271 ASSOCIATES, LLC
   
  By

/s/ Seymour Pluchenik

 

    Name: Seymour Pluchenik
Title: Managing Member
   
  PF INVESTORS, LLC
   
  By

/s/ Seymour Pluchenik

 

    Name: Seymour Pluchenik
Title: Manager

 

 

 

 

   

 

 

 

         
CUSIP No. 140475104   13D   Page 14 of 15 Pages
         

SCHEDULE 1

 

 

Transactions of the Reporting Persons Effected in the last Sixty Days

 

The following transactions were effected by Silk Partners, L.P. in the Common Stock in the last sixty days.

 

Trade Date Security Number of Shares Bought / (Sold) Price per Share ($)
08/17/2021 Common Shares 336 $30.42(1)
08/19/2021 Common Shares 1,157 $32.505
08/19/2021 Common Shares 100 $32.5075
08/20/2021 Common Shares 775 $31.47(2)
08/23/2021 Common Shares 5,318 $33.98(3)
08/23/2021 Common Shares 3,561 $34.16(4)
08/26/2021 Common Shares 2 $33.84(5)
08/26/2021 Common Shares 1,480 $34.36(6)
09/02/2021 Common Shares 3,887 $35.83(7)
09/09/2021 Common Shares 6,899 $32.98(8)
09/10/2021 Common Shares 2,557 $31.96(9)
09/10/2021 Common Shares 5,000 $32.22(10)

 

 

(1)Reflects weighted average sale price. Actual sale prices ranged from $30.285 to $30.50. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(2)Reflects weighted average sale price. Actual sale prices ranged from $31.44 to $31.50. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(3)Reflects weighted average sale price. Actual sale prices ranged from $33.84 to $34.00. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(4)Reflects weighted average sale price. Actual sale prices ranged from $34.02 to $34.25. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(5)Reflects weighted average sale price. Actual sale prices ranged from $33.80 to $33.88. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(6)Reflects weighted average sale price. Actual sale prices ranged from $34.08 to $34.50. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(7)Reflects weighted average sale price. Actual sale prices ranged from $35.67 to $36.00. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(8)Reflects weighted average sale price. Actual sale prices ranged from $32.75 to $33.00. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(9)Reflects weighted average sale price. Actual sale prices ranged from $31.81 to $32.00. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

(10)Reflects weighted average sale price. Actual sale prices ranged from $32.15 to $32.25. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

 

 

   

 

 

 

         
CUSIP No. 140475104   13D   Page 15 of 15 Pages
         

INDEX OF EXHIBITS

 

Exhibit 1 Joint Filing Agreement, dated as of September 7, 2018, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on September 10, 2018).