Conversant GP Holdings LLC 4

What Happened

• Michael Simanovsky (reported as a 10% owner and managing member of Conversant entities, and a Sonida board member) made large purchases and derivative conversions on March 11, 2026. He acquired 3,739,716 shares via open-market/private purchases at $26.74 each (total ≈ $100,000,005).
• He also exercised/converted derivative securities into common stock: 1,504,134 shares and 97,371 shares were converted/exercised at a $32.00 conversion/exercise price (total cash = $51,248,160). An additional 38,742 and 2,508 derivative shares were reported as exercised/converted with $0 cash outlay (part of related grant/settlement entries).
• Overall this filing shows large net purchases plus conversions of Series A convertible preferred/warrants under an agreement described in the footnotes — purchases are typically viewed as a more bullish signal than sales, while conversions reflect capital-structure changes.

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely filing within typical Section 16 window).
• Open-market/private purchases: 1,592,406; 87,530; 224,829; and 1,834,951 shares at $26.74 each — total 3,739,716 shares for $100,000,005.
• Exercise/conversion (cash): 1,504,134 and 97,371 shares at $32.00 each — total 1,601,505 shares for $51,248,160.
• Exercise/conversion (no cash): 38,742 and 2,508 shares reported at $0.00 (related to grant/settlement entries).
• Other entries: several dispositions to issuer and grant/award/other acquisitions reported in the filing as part of the conversion/settlement mechanics.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Notable footnote (F12): On March 11, 2026 Sonida agreed to amend Series A conversion price to $32, make a one‑time aggregate payment of ≈$5.8M (including accrued dividends), extend warrant expirations by one year, and Investor A/B immediately converted their Series A preferred into common stock.
• Filing is joint among Michael Simanovsky and multiple Conversant entities; Simanovsky may be deemed beneficial owner of securities held by those entities (see footnotes F1–F6).

Context

• The filing combines straightforward purchases (cash paid ~$100M) and conversions/exercises of derivative securities (primarily at $32/share, ~$51.25M cash), reflecting both a cash purchase of common stock and a capital-structure conversion tied to an agreement with the issuer.
• For retail investors: purchases by a 10% holder and board member are noteworthy but interpret cautiously — the filing documents transactions and structural conversions; it does not state the holder’s motives.