Sec Form 4 Filing - Ortelius Advisors, L.P. @ SONIDA SENIOR LIVING, INC. - 2023-01-13

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Ortelius Advisors, L.P.
2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC. [ SNDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
450 PARK AVENUE, SUITE 2700,
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2023
(Street)
NEW YORK, NY10022
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 01/13/2023 L 621 A $ 14.85( 1 ) 670,805 I See footnotes( 2 )( 3 )
Common Stock 01/20/2023 P 973 A $ 15.25 671,778 I See footnotes( 3 )( 4 )
Common Stock 01/23/2023 P 5,000 A $ 15.48( 5 ) 676,778 I See footnotes( 3 )( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ortelius Advisors, L.P.
450 PARK AVENUE, SUITE 2700
NEW YORK, NY10022
X
Pangaea Ventures, L.P.
C/O ORTELIUS ADVISORS, L.P.
450 PARK AVENUE, SUITE 2700
NEW YORK, NY10022
X
Ortelius Capital Partners, LLC
450 PARK AVENUE, SUITE 2700
NEW YORK, NY10022
X
Hudson Investors, Ltd.
C/O ORTELIUS CAPITAL PARTNERS, LLC
450 PARK AVENUE, SUITE 2700
NEW YORK, NY10022
X
DeSorcy Peter
450 PARK AVENUE, SUITE 2700
NEW YORK, NY10022
X
Signatures
ORTELIUS ADVISORS, L.P. By: Ortelius Management, LLC, its general partner By: /s/ Peter DeSorcy, Managing Member 01/24/2023
Signature of Reporting Person Date
PANGAEA VENTURES, L.P. By: Ortelius Advisors GP I, LLC, its general partner By: /s/ Peter DeSorcy, Managing Member 01/24/2023
Signature of Reporting Person Date
ORTELIUS CAPITAL PARTNERS, LLC By: /s/ Peter DeSorcy, Managing Member 01/24/2023
Signature of Reporting Person Date
HUDSON INVESTORS, LTD. By: /s/ Peter DeSorcy, Director 01/24/2023
Signature of Reporting Person Date
/s/ Peter DeSorcy 01/24/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $14.70 to $14.85, inclusive. The reporting persons undertake to provide upon request to the issuer, the Securities and Exchange Commission or any security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).
( 2 )These shares include 408,148 shares held by Pangaea Ventures, L.P. ("Pangaea") and 262,657 shares held by Hudson Investors, Ltd. ("Hudson").
( 3 )Ortelius Advisors, L.P. ("Ortelius Advisors") is the investment manager of Pangaea. Ortelius Capital Partners, LLC ("Ortelius Capital") is the investment manager of Hudson. Peter DeSorcy is the Managing Member of the general partner of Ortelius Advisors and is the Managing Member of Ortelius Capital, and Mr. DeSorcy has a controlling interest in both Ortelius Advisors and Ortelius Capital. Each of Ortelius Advisors, Ortelius Capital, and Mr. DeSorcy disclaim beneficial ownership of any of the shares of common stock owned by Pangaea and Hudson, except to the extent of their pecuniary interest therein.
( 4 )These shares include 408,148 shares held by Pangaea and 263,630 shares held by Hudson.
( 5 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $15.46 to $15.50, inclusive. The reporting persons undertake to provide upon request to the issuer, the Securities and Exchange Commission or any security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (5).
( 6 )These shares include 408,148 shares held by Pangaea and 268,630 shares held by Hudson.

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