UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 7)
Sonida Senior Living, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
140475104
(CUSIP Number)
Joshua Musher
530 Fifth Avenue, 20th Floor
New York, NY 10036
212-650-4660
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e),
13d-1(f) or 13d-1(g), check the following box: ☐
SCHEDULE 13D
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CUSIP No. 140475104
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Arbiter Partners Capital Management LLC, 20-599-3147
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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403,324
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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SCHEDULE 13D
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CUSIP No. 140475104
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Page 3 of 6 pages
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1
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NAMES OF REPORTING PERSONS
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Paul J. Isaac
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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62,782
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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62,782
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Schedule 13D
Amendment No. 7
Explanatory Note
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.
| Item 1. |
Security and Issuer
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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.
| Item 5. |
Interest in Securities of the Issuer
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Item 5(a) and Item 5(b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(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”).
By reason of its position as investment adviser to APQ and as manager and/or administrator of the Accounts, APCM may be deemed to possess the power to vote and dispose of the shares of Common Stock
held by APQ and the Common Stock held in the Accounts. By reason of his responsibility for the supervision and conduct of all investment activities of APCM, Mr. Isaac may be deemed to possess the power to vote and dispose of the shares of Common
Stock beneficially owned by APCM. In addition, Mr. Isaac directly owns 62,782 shares of Common Stock.
Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:
(c) The following table sets forth all transactions by any of the Reporting Persons since the last amendment to this Schedule 13D was filed on March 3,
2023. Unless otherwise indicated, all such transactions were effectuated in the open market through a broker.
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Name of Reporting Person
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Date of
Transaction
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Number of Shares
Purchased (Sold)
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Price per Share
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Paul J. Isaac
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02/20/2024
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35,088*
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$9.50
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Paul J. Isaac
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03/27/2024
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17,544*
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$9.50
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Arbiter Partners Capital Management LLC
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04/01/2024
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(5,500)
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$29.28
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Arbiter Partners Capital Management LLC
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04/02/2024
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(3,817)
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$28.02
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Arbiter Partners Capital Management LLC
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04/03/2024
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(8,900)
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$28.91
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Arbiter Partners Capital Management LLC
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04/04/2024
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(3,404)
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$28.35
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Arbiter Partners Capital Management LLC
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04/05/2024
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(5,121)
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$28.53
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Arbiter Partners Capital Management LLC
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04/08/2024
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(2,448)
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$28.30
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Arbiter Partners Capital Management LLC
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04/09/2024
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(2,118)
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$27.94
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Arbiter Partners Capital Management LLC
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04/10/2024
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(5,376)
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$26.35
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Arbiter Partners Capital Management LLC
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04/11/2024
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(3,937)
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$27.72
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Arbiter Partners Capital Management LLC
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04/12/2024
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(1,672)
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$27.98
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Arbiter Partners Capital Management LLC
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04/15/2024
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(5,300)
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$28.46
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Arbiter Partners Capital Management LLC
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04/16/2024
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(8)
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$29.00
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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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Arbiter Partners Capital Management LLC
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04/17/2024
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(4,161)
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$28.58
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Arbiter Partners Capital Management LLC
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04/18/2024
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(4,323)
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$29.73
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Arbiter Partners Capital Management LLC
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04/19/2024
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(2,000)
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$30.37
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Arbiter Partners Capital Management LLC
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04/22/2024
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(2,650)
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$30.01
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Arbiter Partners Capital Management LLC
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04/23/2024
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(6,906)
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$31.59
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Arbiter Partners Capital Management LLC
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04/24/2024
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(3,509)
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$32.05
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Arbiter Partners Capital Management LLC
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04/25/2024
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(5,900)
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$32.64
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Arbiter Partners Capital Management LLC
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04/26/2024
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(1,700)
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$33.76
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Arbiter Partners Capital Management LLC
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04/29/2024
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(391)
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$32.78
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Arbiter Partners Capital Management LLC
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04/30/2024
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(1,138)
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$32.39
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Arbiter Partners Capital Management LLC
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05/01/2024
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(2,000)
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$32.42
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Arbiter Partners Capital Management LLC
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05/02/2024
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(4,587)
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$33.31
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Arbiter Partners Capital Management LLC
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05/03/2024
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(1,038)
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$34.02
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Arbiter Partners Capital Management LLC
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05/06/2024
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(600)
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$33.06
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Arbiter Partners Capital Management LLC
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05/07/2024
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(964)
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$32.84
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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.
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.
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Dated: May 9, 2024
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ARBITER PARTNERS CAPITAL MANAGEMENT LLC
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By:
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/s/ Joshua Musher
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Name: Joshua Musher
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Title: Chief Operating Officer
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Paul J. Isaac
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/s/ Paul J. Isaac
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