Levinson Sam Group Amends SONIDA Senior Living Stake

TL;DR

**Big investor group just updated their stake in SONIDA Senior Living, watch for potential moves!**

AI Summary

Levinson Sam, along with a group of investors including 1271 Associates, LLC and PF Investors, LLC, filed Amendment No. 9 to their Schedule 13D on February 1, 2024, regarding their ownership in SONIDA Senior Living, Inc. This amendment updates their beneficial ownership of Common Stock, indicating a change in their holdings or intentions. This matters to investors because significant changes in ownership by large institutional or activist investors can signal shifts in corporate control, strategic direction, or potential future actions like a sale or restructuring, which could impact the stock price.

Why It Matters

This filing indicates a change in the beneficial ownership or intentions of a significant investor group, which could influence SONIDA Senior Living's future strategic decisions and stock performance.

Risk Assessment

Risk Level: medium — Changes in significant shareholder filings can introduce uncertainty regarding future corporate actions, potentially leading to stock price volatility.

Analyst Insight

Investors should monitor subsequent filings from the Levinson Sam group and SONIDA Senior Living, Inc. for further details on the nature of this change in beneficial ownership, as it could precede strategic corporate actions or changes in management.

Key Numbers

• 140475104 — CUSIP Number (identifies SONIDA Senior Living, Inc. Common Stock)
• February 1, 2024 — Date of Event (the date requiring this amendment filing)
• Amendment No. 9 — Filing Amendment Number (indicates this is the ninth update to the original Schedule 13D)

Key Players & Entities

• Levinson Sam (person) — filing person and part of the reporting group
• SONIDA Senior Living, Inc. (company) — the subject company of the filing
• 1271 Associates, LLC (company) — a group member in the filing
• PF Investors, LLC (company) — a group member in the filing
• Shmuel Lieberman (person) — contact person for GF Investments
• Robert W. Downes (person) — legal counsel from Sullivan & Cromwell LLP

Forward-Looking Statements

• The Levinson Sam group may be signaling a shift in their investment strategy or intentions regarding SONIDA Senior Living, Inc. (Levinson Sam group) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.01 — resents 164,245 shares of common stock, $0.01 par value ("Common Stock"), of Sonida S
• $9.50 — of Common Stock at a purchase price of $9.50 per share, which purchase occurred on F
• $10.0 million — d on February 1, 2024 for approximately $10.0 million. Silk and PF Investors used a portion o
• $47.8 m — er share for aggregate consideration of $47.8 million, with Silk agreeing to purchase 1
• $15.0 million — for an aggregate price of approximately $15.0 million. The first closing under the Securities
• $5.0 million — for an aggregate price of approximately $5.0 million. Under the Securities Purchase Agreemen

Filing Documents

• n1361_x45-sc13da.htm (SC 13D/A) — 119KB
• n1361_x45-exh3.htm (EX-3) — 325KB
• 0001539497-24-000204.txt ( ) — 446KB

Security and Issuer

Item 1. Security and Issuer. No changes.

Identity and Background

Item 2. Identity and Background. No changes.

Source or Amount of Funds or Other Consideration

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

is hereby supplemented as follows

Item 3 is hereby supplemented as follows: On February 1, 2024, Silk and PF entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the Issuer and certain other Purchasers pursuant to which Silk and PF purchased 1,052,632 shares of Common Stock at a purchase price of $9.50 per share, which purchase occurred on February 1, 2024 for approximately $10.0 million. Silk and PF Investors used a portion of their working capital to fund the purchase.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby supplemented as follows

Item 4 is hereby supplemented as follows: The information set forth in Item 6 is incorporated by reference into this Item 4.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Except as specifically set forth below, no changes.

(a) is hereby amended and restated in its

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 1,759,032 shares of Common Stock, or approximately 15.3% of the outstanding shares of Common Stock. Mr. Pluchenik may be deemed to beneficially own 1,923,277 shares of Common Stock, or approximately 16.7% of the outstanding shares of Common Stock. PF Investors may be deemed to beneficially own 164,245 shares of Common Stock, or approximately 1.4% of the outstanding shares of Common Stock. The foregoing percentage calculations are based on 11,528,724 shares of Common Stock outstanding, which includes 8,177,846 shares of Common Stock outstanding as reported on the Form 10-Q filed by the Issuer on November 14, 2023 and the 3,350,878 shares of Common Stock issued by the Issuer pursuant to the Securities Purchase Agreement as reported on the Current Report on Form 8-K filed by the Issuer on February 6, 2024.

(c) is supplemented as follows

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. CUSIP No. 140475104 13D Page 10 of 13 Pages

Contracts, Arrangements, Understandings or Relationships

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

is amended and restated

Item 6 is amended and restated in its entirety as follows: On November 3, 2021, Silk and the Conversant Investors entered into an Investor Rights Agreement with the Issuer pursuant to which the parties agreed to grant certain rights to Silk and the Conversant Investors to nominate directors to the Issuer's board of directors so long as such parties (and their affiliates and permitted transferees) beneficially own certain percentages of the issued and outstanding Common Stock. To the Reporting Persons' knowledge, the Conversant Investors beneficially own 8,570,744 shares of Common Stock. As a result of the Investor Rights Agreement and the relationship the Reporting Persons have with the Conversant Investors, the Reporting Persons may be deemed to have beneficial ownership (within the meaning of Section 13(d) of the Act) of the Conversant Shares, but the Reporting Persons expressly disclaim beneficial ownership of those shares. The Reporting Persons are responsible for the completeness and accuracy of information concerning the Reporting Persons contained herein, but are not responsible for the completeness and accuracy of information concerning the Conversant Investors contained herein or in any filings made by the Conversant Investors relating to the Conversant Shares. On February 1, 2024, Silk and PF Investors entered into the Securities Purchase Agreement with the Issuer and certain other Purchasers pursuant to which the purchasers agreed to purchase 5,026,318 shares of Common Stock in the aggregate at a price of $9.50 per share for aggregate consideration of $47.8 million, with Silk agreeing to purchase 1,427,167 shares of Common Stock and PF Investors agreeing to purchase 151,781 shares of Common Stock for an aggregate price of approximately $15.0 million. The first closing under the Securities Purchase Agreement occurred on February 1, 2024 with Silk and PF Investors purchasing an aggregate of 1,052,632 shares of Common Stock for an aggregate price of appro

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

is supplemented as follows

Item 7 is supplemented as follows: Securities Purchase Agreement, dated as of February 1, 2024, by and among the Issuer and the Purchasers listed on Annex A thereto. 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, 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. CUSIP No. 140475104 13D Page 12 of 13 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: February 5, 2024 SAM LEVINSON /s/ Sam Levinson SIMON GLICK /s/ Simon Glick SEYMOUR PLUCHENIK /s/ Seymour Pluchenik SILK PARTNERS, LP By Siget NY Partners, LP, a New York limited partnership and general partner of Silk Partners, LP By 1271 ASSOCIATES, LLC, a Delaware limited liability company, and general partner of Siget NY Partners, LP By /s/ Seymour Pluchenik Name: Seymour Pluchenik Title: Managing Member 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 CUSIP No. 140475104 13D Page 13 of 13 Pages PF INVESTORS, LLC By /s/ Seymour Pluchenik Name: Seymour Pluchenik Title: Manager

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View this SC 13D/A filing on SEC EDGAR