CSU Capital Senior Living Corp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 9)¹

 

Sonida Senior Living, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

140475203

(CUSIP Number)

 

Ortelius Advisors, L.P.

c/o Peter DeSorcy

450 Park Avenue, Suite 2700

New York, NY 10022

(917) 595-5010

 

Robert W. Dockery, Esq.

Polsinelli PC

2950 N. Harwood

Suite 2100

Dallas, TX 75201

(214) 397-0030

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 23, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

¹            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1	NAME OF REPORTING PERSON   Pangaea Ventures, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)       ¨ (b)       ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   408,148
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   408,148
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   408,148
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.12%
14	TYPE OF REPORTING PERSON   PN

 

 

1	NAME OF REPORTING PERSON   Hudson Investors, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)       ¨ (b)       ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   268,630
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   268,630
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   268,630
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.03%
14	TYPE OF REPORTING PERSON   CO

 

 

1	NAME OF REPORTING PERSON   Ortelius Advisors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)       ¨ (b)       ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   408,148
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   408,148
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   408,148
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.12%
14	TYPE OF REPORTING PERSON   IA

 

 

1	NAME OF REPORTING PERSON   Ortelius Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)       ¨ (b)       ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   268,630
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   268,630
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   268,630
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.03%
14	TYPE OF REPORTING PERSON   IA

 

 

1	NAME OF REPORTING PERSON   Peter DeSorcy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)       ¨ (b)       ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   676,778
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   676,778
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   676,778
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.15%
14	TYPE OF REPORTING PERSON   IN, HC

 

 

This Amendment No. 9 to the Schedule 13D (this “Amendment No. 9”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Sonida Senior Living, Inc., a Delaware corporation (the “Issuer”), and amends the Schedule 13D filed by the Reporting Persons (as defined below) on March 25, 2021 (the “Original Schedule 13D”), as amended by each of Amendment No. 1 filed on June 9, 2021 (“Amendment No. 1”), Amendment No. 2 filed on August 9, 2021 (“Amendment No. 2”), Amendment No. 3 filed on August 12, 2021 (“Amendment No. 3” ), Amendment No. 4 filed on September 15, 2021 (“Amendment No. 4”), Amendment No. 5 filed on October 12, 2021 (“Amendment No. 5”), Amendment No. 6 filed on November 5, 2021 (“Amendment No. 6”), Amendment No. 7 filed on November 30, 2021 (“Amendment No. 7”), and Amendment No. 8 filed on December 5, 2022 (“Amendment No. 8”) (together, with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and Amendment No. 8 the “Schedule 13D”). Any capitalized terms used and not defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D.

 

This Amendment No. 9 is being filed to report a greater than 1% increase in the percentage of shares of Common Stock beneficially owned by the Reporting Persons and to amend Item 3 and Item 5 of the Schedule 13D to reflect such transactions. Except as amended hereby, all statements and disclosures in the Schedule 13D remain accurate as of the date of this Amendment No. 9.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

Hudson Investors, Ltd., incorporated under the laws of the British Virgin Islands (“Hudson”), has expended an aggregate of approximately $6,148,567 of its investment capital to acquire the 268,630 shares of Common Stock beneficially owned by Hudson, and Pangaea Ventures, L.P., a Delaware limited partnership (“Pangaea”), has expended an aggregate of approximately $12,442,178 of its investment capital to acquire the 408,148 shares of Common Stock beneficially owned by Pangaea. As of the filing date of this Amendment No. 9, the Reporting Persons, in total, beneficially own 676,778 shares of Common Stock (the “Shares”).

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) (b) As of the filing date of this Amendment No. 9, the Shares represent approximately 10.15% of the outstanding shares of Common Stock. Percentages of the shares of Common Stock outstanding reported in this Amendment No. 9 are calculated based upon 6,669,949 shares of Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on November 14, 2022. Ortelius Advisors, L.P., a Delaware limited partnership (“OA”), has voting and dispositive power over the Shares held by Pangaea, and through ownership and control, Mr. DeSorcy has voting and dispositive power over portfolios managed by OA. Ortelius Capital Partners, LLC, a Delaware limited liability company (“OC”), has voting and dispositive power over the Shares held by Hudson, and, in turn, as the control person of OC, Mr. DeSorcy has voting and dispositive power over the Shares held by Hudson.

 

(c) Set forth on Schedule A hereto are all transactions in the securities of the Issuer effected since the filing of Amendment No. 8 to the Schedule 13D by any Reporting Person, inclusive of any transactions effected through January 24, 2023.

 

(d) Other than Pangaea and Hudson that beneficially hold the Shares as identified in this Schedule 13D, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares beneficially owned by Pangaea or Hudson.

 

(e) Not applicable.

 

 

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.

 

Date: January 24, 2023	PANGAEA VENTURES, L.P.
	By:	Ortelius Advisors GP I, LLC, its general partner
	By:	/s/ Peter DeSorcy
		Name:	Peter DeSorcy
		Title:	Managing Member

 

Date: January 24, 2023	HUDSON INVESTORS, LTD.
	By:	/s/ Peter DeSorcy
		Name:	Peter DeSorcy
		Title:	Director

 

Date: January 24, 2023	ORTELIUS ADVISORS, L.P.
	By:	Ortelius Management, LLC, its general partner
	By:	/s/ Peter DeSorcy
		Name:	Peter DeSorcy
		Title:	Managing Member

 

Date: January 24, 2023	ORTELIUS CAPITAL PARTNERS, LLC
	By:	/s/ Peter DeSorcy
		Name:	Peter DeSorcy
		Title:	Managing Member

  

Date: January 24, 2023	/s/ Peter DeSorcy
	Peter DeSorcy

 

 

SCHEDULE A

 

This Schedule A sets forth information with respect to each purchase and sale of the Shares which were effectuated by the Reporting Persons since the filing of Amendment No. 8 to the Schedule 13D, inclusive of any transactions effected through January 24, 2023. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Date of Transaction		Number of Shares Purchased (Sold)				Average Price per Share ($)
PANGAEA VENTURES, L.P.
December 5, 2022			25			$	16.25
December 20, 2022			5,000			$	11.79
December 29, 2022			1,279			$	12.18
December 30, 2022			1,215			$	12.30
January 5, 2023			1,512			$	13.48
January 12, 2023			2,500			$	13.99
HUDSON INVESTORS, LTD.
December 5, 2022			78			$	16.25
December 6, 2022			1,944			$	16.50
December 7, 2022			4,133			$	16.50
December 8, 2022			4,420			$	16.64
December 9, 2022			7,500			$	16.49
December 12, 2022			5,142			$	15.83
December 13, 2022			10,000			$	15.60
December 19, 2022			5,000			$	12.04
December 20, 2022			5,000			$	11.79
January 5, 2023			1,512			$	13.48
January 10, 2023			3,239			$	13.73
January 11, 2023			838			$	13.76
January 12, 2023			2,500			$	13.99
January 13, 2023			621			$	14.85
January 20,2023			973			$	15.25
January 23, 2023			5,000			$	15.48