Sec Form 13D Filing - Sam Levinson filing for - 2026-03-11

Item 3 is hereby supplemented as follows: On March 11, 2026, in connection with the closing of the equity financing (the "Equity Financing") for the CHP Merger (as defined in Item 6 below) and pursuant to an investment agreement, dated as of November 4, 2025 (the "Silk Investment Agreement"), with the Issuer, Silk funded an aggregate amount of $10,000,011.28 in exchange for the issuance of 373,972 shares of Common Stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act") at a price of $26.74 per share. Silk used a portion of its working capital to fund the investment.

Item 4 is hereby supplemented as follows: The information set forth in Item 6 is incorporated by reference into this Item 4. On March 11, 2026, in connection with the closing of the CHP Merger (as defined in Item 6 below) and pursuant to the Amended and Restated Investor Rights Agreement dated March 10, 2026 (the "Amended and Restated Investor Rights Agreement"), Noah Beren resigned as a director of the board of directors (the "Board") of the Issuer, effective as of March 11, 2026. On March 6, 2026, Silk informed the Issuer that, pursuant to Silk's rights under the Amended and Restated Investor Rights Agreement, Silk expects to designate Sam Levinson for appointment as a member of the Board effective as of May 1, 2026. In addition, immediately prior to the effectiveness of Mr. Levinson's appointment, Shmuel S.Z. Lieberman will resign as a member of the Board. Under the Amended and Restated Investor Rights Agreement, prior to the Beneficial Ownership Threshold Date (as defined below), Silk has the right to designate one representative to the Board. The "Beneficial Ownership Threshold Date" is defined as (i) on or prior to the date of the Issuer's 2029 annual meeting of stockholders, the date on which Silk and its affiliates (the "Silk Entities") beneficially own less than the lesser of (a) 4% of the outstanding shares of Common Stock on an as-converted basis or (b) the number of shares of Common Stock held by the Silk Entities on the date of the closing of the Equity Financing (proportionately adjusted for any subdivision or combination of Common Stock by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) and (ii) following the date of the Issuer's 2029 annual meeting of stockholders, the date on which the Silk Entities beneficially own less than 5% of the outstanding shares of Common Stock on an as-converted basis. The foregoing description of the Amended and Restated Investor Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Investor Rights Agreement, which is filed as Exhibit 6 to this Amendment and is incorporated herein by reference.

Except as specifically set forth below, no changes. Item 5(a) is hereby amended and restated in its entirety as follows: Messrs. Levinson and Glick, Silk, Siget, Siget NY and 1271 Associates may be deemed to beneficially own 2,830,813 shares of Common Stock, or approximately 6.2% of the outstanding shares of Common Stock. Mr. Pluchenik may be deemed to beneficially own 3,073,565 shares of Common Stock, or approximately 6.7% of the outstanding shares of Common Stock. PF Investors may be deemed to beneficially own 242,752 shares of Common Stock, or approximately 0.5% of the outstanding shares of Common Stock. The foregoing percentage calculations are based on (i) 18,770,006 shares of Common Stock outstanding as of November 6, 2025 as reported on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed by the Issuer on November 10, 2025, (ii) 4,113,688 shares of Common Stock issued to Silk and certain affiliates of Conversant Capital LLC as reported on the Issuer's Current Report on Form 8-K filed by the Issuer on March 11, 2026 and (iii) 22,902,649 shares of Common Stock issued by the Issuer pursuant to the Merger Agreement as reported on the Issuer's Current Report on Form 8-K filed by the Issuer on March 11, 2026.

Item 5(c) is supplemented as follows: Except as set forth in Item 4, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

Item 6 is hereby supplemented as follows: The information set forth in Item 4 is incorporated by reference into this Item 6. On March 10, 2026, Silk entered into the Amended and Restated Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, in each case, effective as of March 11, 2026. The Amended and Restated Investor Rights Agreement and the Amended and Restated Registration Rights Agreement were entered into in connection with the closing of the Equity Financing contemplated by the Merger Agreement, pursuant to which the Issuer indirectly acquired 100% of the outstanding shares of CNL Healthcare Properties, Inc. (the "CHP Merger"). Pursuant to the Silk Investment Agreement, Silk agreed to fund an aggregate amount of $10,000,011.28 in exchange for the issuance of 373,972 shares of Common Stock in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price of $26.74 per share. The CHP Merger and the Equity Financing closed on March 11, 2026. The foregoing description of the Silk Investment Agreement and the transactions contemplated by the Silk Investment Agreement and the Amended and Restated Investor Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Silk Investment Agreement and the Amended and Restated Investor Rights Agreement, which are filed as Exhibits 5 and 6 to this Amendment, respectively, and are incorporated herein by reference.

Item 7 is supplemented as follows: Amended and Restated Investor Rights Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co- Invest SPT A, L.P., and Silk Partners, LP (incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K filed by the Issuer on March 11, 2026). INDEX TO 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). Exhibit 2 Form of Investor Rights Agreement, dated as of November 3, 2021, by and among the Issuer, Silk and the Conversant Investors (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 4, 2021). Exhibit 3 Securities Purchase Agreement, dated as of February 1, 2024, by and among the Issuer and the Purchasers listed on Annex A thereto (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on February 5, 2024). Exhibit 4 Lock-Up Agreement, dated as of August 15, 2024 (incorporated by reference to Exhibit 4 to the Schedule 13D filed by the Reporting Persons on August 19, 2024). Exhibit 5 Investment Agreement, dated as of November 4, 2025, by and between Sonida Senior Living, Inc. and Silk Partners, LP (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed by the Issuer on November 5, 2025). Exhibit 6 Amended and Restated Investor Rights Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co-Invest SPT A, L.P., and Silk Partners, LP (incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K filed by the Issuer on March 11, 2026).