Statement of Changes in Beneficial Ownership (4)
March 31 2023 - 4:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Ortelius Advisors, L.P. |
2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC.
[
SNDA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
450 PARK AVENUE, SUITE 2700, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2023 |
(Street)
NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/29/2023 | | P | | 2802 | A | $10.54 (1) | 679580 | I | See footnotes (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $9.85 to $10.75, inclusive. The reporting persons undertake to provide upon request to the issuer, the Securities and Exchange Commission or any security holder of the issuer full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1). |
(2) | These shares include 410,950 shares held by Pangaea Ventures, L.P. ("Pangaea") and 268,630 shares held by Hudson Investors, Ltd. ("Hudson"). |
(3) | Ortelius Advisors, L.P. ("Ortelius Advisors") is the investment manager of Pangaea. Ortelius Capital Partners, LLC ("Ortelius Capital") is the investment manager of Hudson. Peter DeSorcy is the Managing Member of the general partner of Ortelius Advisors and is the Managing Member of Ortelius Capital, and Mr. DeSorcy has a controlling interest in both Ortelius Advisors and Ortelius Capital. Each of Ortelius Advisors, Ortelius Capital, and Mr. DeSorcy disclaims beneficial ownership of any of the shares of common stock owned by Pangaea and Hudson, except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ortelius Advisors, L.P. 450 PARK AVENUE, SUITE 2700 NEW YORK, NY 10022 |
| X |
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Pangaea Ventures, L.P. C/O ORTELIUS ADVISORS, L.P. 450 PARK AVENUE, SUITE 2700 NEW YORK, NY 10022 |
| X |
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Ortelius Capital Partners, LLC 450 PARK AVENUE, SUITE 2700 NEW YORK, NY 10022 |
| X |
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Hudson Investors, Ltd. C/O ORTELIUS CAPITAL PARTNERS, LLC 450 PARK AVENUE, SUITE 2700 NEW YORK, NY 10022 |
| X |
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DeSorcy Peter 450 PARK AVENUE, SUITE 2700 NEW YORK, NY 10022 |
| X |
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Signatures
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ORTELIUS ADVISORS, L.P. By: Ortelius Management, LLC, its general partner By: /s/ Peter DeSorcy, Managing Member | | 3/31/2023 |
**Signature of Reporting Person | Date |
PANGAEA VENTURES, L.P. By: Ortelius Advisors GP I, LLC, its general partner By: /s/ Peter DeSorcy, Managing Member | | 3/31/2023 |
**Signature of Reporting Person | Date |
ORTELIUS CAPITAL PARTNERS, LLC By: /s/ Peter DeSorcy, Managing Member | | 3/31/2023 |
**Signature of Reporting Person | Date |
HUDSON INVESTORS, LTD. By: /s/ Peter DeSorcy, Director | | 3/31/2023 |
**Signature of Reporting Person | Date |
/s/ Peter DeSorcy | | 3/31/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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