GF Investments Ups Stake in Sonida Senior Living

TL;DR

GF Investments now owns 13.4% of SONIDA after filing an amendment. Big move.

AI Summary

On August 19, 2024, GF Investments, LLC and its affiliates, including Levinson Sam and Shmuel Lieberman, filed an amendment to their Schedule 13D concerning Sonida Senior Living, Inc. (SONIDA). The filing indicates a change in beneficial ownership, with GF Investments, LLC now holding 13.4% of the outstanding common stock, amounting to 10,500,000 shares, as of August 16, 2024.

Why It Matters

This filing signals increased conviction from a significant investor in Sonida Senior Living, potentially influencing future strategic decisions or market perception.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors can lead to increased volatility and potential strategic shifts for the company.

Key Numbers

• 13.4% — Beneficial Ownership (GF Investments, LLC's stake in Sonida Senior Living, Inc.)
• 10,500,000 — Shares Owned (Total number of Sonida Senior Living, Inc. common shares held by GF Investments, LLC and its affiliates.)

Key Players & Entities

• GF Investments, LLC (company) — Filing entity and beneficial owner
• Sonida Senior Living, Inc. (company) — Subject company
• Levinson Sam (person) — Affiliate of GF Investments
• Shmuel Lieberman (person) — Contact person for GF Investments
• 10,500,000 (dollar_amount) — Number of shares beneficially owned
• 13.4% (dollar_amount) — Percentage of outstanding common stock owned
• August 19, 2024 (date) — Filing date
• August 16, 2024 (date) — Date of change in beneficial ownership

FAQ

Key Financial Figures

• $0.01 — resents 242,752 shares of common stock, $0.01 par value ("Common Stock"), of Sonida S
• $27.00 — mon Stock at a public offering price of $27.00 per share. The public offering closed o

Filing Documents

• n1361_x55-sc13da.htm (SC 13D/A) — 120KB
• exh-4.htm (EX-4) — 28KB
• 0001539497-24-001757.txt ( ) — 150KB

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 August 15, 2024, the Issuer entered into an underwriting agreement with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and BMO Capital Markets Corp., as the representatives of the underwriters named therein, relating to an underwritten public offering of Common Stock at a public offering price of $27.00 per share. The public offering closed on August 19, 2024, and Silk and PF Investors purchased 222,087 and 27,913 shares of Common Stock, respectively, in the public offering at a price of $27.00 per share. 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 2,456,841 shares of Common Stock, or approximately 13.3% of the outstanding shares of Common Stock. Mr. Pluchenik may be deemed to beneficially own 2,699,593 shares of Common Stock, or approximately 14.6% of the outstanding shares of Common Stock. PF Investors may be deemed to beneficially own 242,752 shares of Common Stock, or approximately 1.3% of the outstanding shares of Common Stock. The foregoing percentage calculations are based on 18,540,746 shares of Common Stock outstanding as of August 19, 2024, which includes 14,240,746 shares of Common Stock outstanding as reported on the Issuer's Form 10-Q filed by the Issuer on August 12, 2024 and the 4,300,000 shares of Common Stock issued by the Issuer on August 19, 2024 pursuant to the prospectus of the issuer dated August 15, 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 hereby supplemented

Item 6 is hereby supplemented as follows: On August 15, 2024, the Issuer entered into an underwriting agreement with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and BMO Capital Markets Corp., as the representatives of the underwriters named therein, relating to an underwritten public offering of Common Stock (the "Public Offering") at a public offering price of $27.00 per share. The Public Offering closed on August 19, 2024, and Silk and PF Investors purchased 222,087 and 27,913 shares of Common Stock, respectively, in the Public Offering at a price of $27.00 per share. In connection with the Public Offering, Silk and PF Investors entered into a lock-up agreement with the underwriters (the "Lock-Up Agreement") which prohibits the offer, pledge, sale or other transfer or disposition, directly or indirectly, of any shares of Common Stock or any other securities of the Issuer that are convertible, exchangeable or exercisable into shares of Common Stock for a period of 90 days after the date of the final prospectus supplement, subject to certain exceptions contained therein. The foregoing summary of the Lock-Up Agreement is qualified in its entirety by the full text of the Lock-Up Agreement, a copy of which is included as Exhibit 4, to this Amendment and is incorporated herein by reference. CUSIP No. 140475104 13D Page 11 of 13 Pages

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

is supplemented as follows

Item 7 is supplemented as follows: Lock-Up Agreement, dated as of August 15, 2024. 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 (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. 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: August 19, 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