Sec Form 4 Filing - Simanovsky Michael @ SONIDA SENIOR LIVING, INC. - 2023-06-29

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Simanovsky Michael 2. Issuer Name and Ticker or Trading Symbol SONIDA SENIOR LIVING, INC. [ SNDA] 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) 06/29/2023 (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 06/29/2023 A 60,766 A $ 10 ( 1 ) 2,864,694 I See footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock 06/29/2023 A 6,734 A $ 10 ( 1 ) 188,287 I See footnotes ( 2 ) ( 5 ) ( 6 ) Common Stock 07/03/2023 M 540,145 A $ 10 3,404,839 I See footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock 07/03/2023 M 59,855 A $ 10 248,142 I See footnotes ( 2 ) ( 5 ) ( 6 )

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 Equity Commitment $ 10 06/29/2023 A 1,350,000 06/29/2023 12/29/2024 Common Stock 1,350,000 ( 7 ) 1,350,000 I See footnotes ( 4 ) ( 6 ) Equity Commitment $ 10 07/03/2023 M 600,000 06/29/2023 12/29/2024 Common Stock 600,000 $ 0 750,000 I See footnotes ( 4 ) ( 6 )

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 GP Holdings 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 Signatures /s/ Michael J Simanovsky 07/05/2023 Signature of Reporting Person Date Conversant Capital LLC /s/ Michael J Simanovsky 07/05/2023 Signature of Reporting Person Date Conversant Dallas Parkway (A) LP /s/ Michael J Simanovsky 07/05/2023 Signature of Reporting Person Date Conversant Dallas Parkway (B) LP /s/ Michael J Simanovsky 07/05/2023 Signature of Reporting Person Date Conversant GP Holdings LLC /s/ Michael J Simanovsky 07/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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"). ( 3 )Shares are held by Investor A. ( 4 )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 ( 5 )Shares are held by Investor B ( 6 )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. ( 7 )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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.