Sonida (SNDA) 10% Owner Michael Simanovsky Exercises & Converts Stock

What Happened

• Michael Simanovsky (a 10% owner, managing partner of Conversant Capital and a Sonida board member) completed a series of acquisitions on March 11, 2026, primarily by exercising/converting derivatives and receiving grants of common stock. Material reported cash consideration includes:
  • Grants at $26.74: 1,592,406 @ $26.74 = $42,580,936; 87,530 @ $26.74 = $2,340,552; 224,829 @ $26.74 = $6,011,927; 1,834,951 @ $26.74 = $49,066,590.
  • Exercises/conversions at $32.00: 1,504,134 @ $32.00 = $48,132,288; 97,371 @ $32.00 = $3,115,872.
• Several derivative-related items were also reported (dispositions to the issuer, re-grants and zero-price exercises) with N/A or $0 values — these reflect internal conversions/cancellations and reissuances tied to the conversion/amendment transaction described in the filing.

Key Details

• Transaction date: March 11, 2026 (Form 4/A filed Sept 4, 2026; this filing amends and restates the March 13, 2026 Form 4).
• Cash consideration shown in the filing totals about $151.25 million across the reported exercises/grants above.
• Shares owned after the transactions: not specified in the excerpted data of this summary.
• Notable footnotes:
  • F1: This is an amended Form 4 (restating the March 13, 2026 filing) and states the transactions are exempt from Section 16(b) under Rule 16b-3.
  • F12: Issuer amended the Series A Convertible Preferred terms (conversion price reduced to $32/share), made a one-time payment of ~ $5.8M (including accrued dividends) to certain investors, extended warrants, and those investors then converted their Series A preferred to common stock.
  • Other footnotes clarify which entities hold the securities and that Simanovsky may be deemed a beneficial owner through his management roles but disclaims direct beneficial ownership beyond pecuniary interest.
• Reporting timeliness: this is an amended filing; the original Form 4 was filed on March 13, 2026 (transactions occurred March 11). The amendment was filed Sept 4, 2026.

Context

• These entries are largely exercises/conversions of convertible preferred and related derivative adjustments tied to an agreement announced March 11, 2026 (see F12) — not a simple open-market buy or sell. Some reported items show shares surrendered or re-granted (dispositions to the issuer and subsequent grants), consistent with conversion mechanics and internal adjustments rather than public sale.
• As a 10% owner and board member acting through Conversant-affiliated entities, these transactions reflect institutional/control-related activity and corporate restructuring of securities, not routine insider trading for personal liquidity.