SEC Form SC 13D/A filed by Sonida Senior Living Inc. (Amendment)

 

On February 1, 2024, Sonida Senior Living, Inc., a Delaware company (formerly known as Capital Senior Living Corporation) (the “Company”) entered into a securities purchase agreement with certain of its shareholders (the “Investors”) pursuant to which the Company agreed to sell to the Investors, in a private placement transaction an aggregate of 5,026,318 shares of the common stock, $0.01 par value, of the Company (the “Common Stock”) at a price of $9.50 per share (the “Private Placement”). The Private Placement occurred in two tranches. The first tranche, in which 3,350,878 Shares were issued and sold to the Investors, occurred on February 1, 2024, and the second tranche, in which 1,675,440 Shares were issued and sold to the Investors, occurred on March 22, 2024. As a result of the increase in the number of shares of Common Stock outstanding following the first tranche of the Private Placement, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock and are ceasing to report under Rule 13d-1(a) of the Exchange Act.

 

This Amendment No. 7 to the Statement on Schedule 13D filed on November 7, 2016 (this “Schedule 13D”), as previously amended on December 13, 2016, December 20, 2016, March 10, 2017, October 8, 2021, November 12, 2021 and March 3, 2023 relating to the Common Stock, is being filed by Arbiter Partners Capital Management LLC (“APCM”) and Paul J. Isaac to furnish the additional information set forth herein. The filing of this Amendment No. 7 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

(a) – (b)  APCM may be deemed to own beneficially 403,324 shares of Common Stock, or 3.1% of the Common Stock outstanding.¹  Of these shares, 377,355 or 2.9% are held by Arbiter Partners QP LP (“APQ”), and the remainder are held in accounts managed and/or administered by APCM including accounts for the benefit of the family of Paul J. Isaac (the “Accounts”).

 

¹ Percentages of the shares of Common Stock outstanding reported in this Amendment No. 7 are calculated based upon 13,204,164 shares of Common Stock outstanding, as reported in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 27, 2024.

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*          Shares purchased from the Company in the Private Placement.

(e)          As a result of the increase in the number of shares of Common Stock outstanding following the first tranche of the Private Placement, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock and are ceasing to report under Rule 13d-1(a) of the Exchange Act.

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