Sec Form 3 Filing - Simanovsky Michael @ CAPITAL SENIOR LIVING CORP - 2021-11-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Simanovsky Michael
2. Issuer Name and Ticker or Trading Symbol
CAPITAL SENIOR LIVING CORP [ CSU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
25 DEFOREST AVENUE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2021
(Street)
SUMMIT, NJ07901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 2,803,928 I See Footnote( 1 )( 2 )
Common Stock 181,553 I See Footnote( 1 )( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 40( 5 ) 11/03/2021 ( 4 ) Common Stock 968,550 I See Footnote( 1 )( 2 )
Series A Convertible Preferred Stock $ 40( 5 ) 11/03/2021 ( 4 ) Common Stock 62,700 I See Footnote( 1 )( 3 )
Warrant $ 40 11/03/2021 11/03/2026 Common Stock 968,538 I See Footnote( 1 )( 2 )
Warrant $ 40 11/03/2021 11/03/2026 Common Stock 62,712 I See Footnote( 1 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Simanovsky Michael
25 DEFOREST AVENUE, 3RD FLOOR
SUMMIT, NJ07901
X X
Conversant Capital LLC
25 DEFOREST AVENUE, 3RD FLOOR
SUMMIT, NJ07901
X X
Conversant Dallas Parkway (A) LP
25 DEFOREST AVENUE, 3RD FLOOR
SUMMIT, NJ07901
X X
Conversant Dallas Parkway (B) LP
25 DEFOREST AVENUE, 3RD FLOOR
SUMMIT, NJ07901
X X
Conversant GP Holdings LLC
25 DEFOREST AVENUE, 3RD FLOOR
SUMMIT, NJ07901
X X
Signatures
/s/ Michael J Simanovsky 11/12/2021
Signature of Reporting Person Date
Conversant Capital /s/ Michael J Simanovsky 11/12/2021
Signature of Reporting Person Date
Investor A /s/ Michael J Simanovsky 11/12/2021
Signature of Reporting Person Date
Investor B /s/ Michael J Simanovsky 11/12/2021
Signature of Reporting Person Date
Conversant GP /s/ Michael J Simanovsky 11/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 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").
( 2 )Shares are held by Investor A. 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.
( 3 )Shares are held by Investor B. 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.
( 4 )There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.
( 5 )Each share of Series A Preferred Stock is convertible, at the election of the holder thereof, into a number of shares of Common Stock equal to the quotient of (i) the sum of (a) $1,000 per share, plus (b) any dividends thereon paid in the form of an increase in the liquidation preference of such share, plus (c) all accrued and unpaid dividends thereon by (ii) the effective conversion price.

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.

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).
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