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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

SONIDA Senior Living, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

140475104

(CUSIP Number)

Shmuel Lieberman
c/o GF Investments
810 Seventh Avenue
28th Floor
New York, NY 10019
(212) 259-0300

with a copy to:

Robert W. Downes

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

(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 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.

^* 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).

This Amendment No. 11 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Sam Levinson, Silk Partners, LP, Siget NY Partners, L.P, 1271 Associates, LLC, Seymour Pluchenik, Siget, LLC, Simon Glick and PF Investors, LLC (the “Reporting Persons”) on September 10, 2018, as amended by Amendment No. 1 to Schedule 13D filed on October 9, 2018, Amendment No. 2 to Schedule 13D filed on June 5, 2019, Amendment No. 3 to Schedule 13D filed on July 1, 2019, Amendment No. 4 to Schedule 13D filed on August 17, 2021, Amendment No. 5 to Schedule 13D filed on September 13, 2021, Amendment No. 6 to Schedule 13D filed on October 4, 2021, Amendment No. 7 to Schedule 13D filed on November 9, 2021, Amendment No. 8 to Schedule 13D filed on December 10, 2021,Amendment No. 9 to Schedule 13D filed on February 5, 2024 and Amendment No. 10 to Schedule 13D filed on March 25, 2024 (the “Schedule 13D”), relating to the beneficial ownership of Common Stock of the Issuer. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 1.  Security and Issuer.

No changes.

Item 2.  Identity and Background.

No changes.

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

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.

Item 4.  Purpose of Transaction.

Item 4 is hereby supplemented as follows:

The information set forth in Item 6 is incorporated by reference into this Item 4.

Item 5.  Interest in Securities of the Issuer.

Except as specifically set forth below, no changes.

Item 5(a) is hereby amended and restated in its entirety as follows:

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

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.

Item 7.  Material to Be Filed as Exhibits.

Item 7 is supplemented as follows:

Lock-Up Agreement, dated as of August 15, 2024.

INDEX TO EXHIBITS

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