Capital Senior Living Corp (CSU): Value Investor Arbiter Partners Backing Up The Truck

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. _2_)

Capital Senior Living
Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

140475104
(CUSIP Number)

Joshua Musher, 530 Fifth Avenue 20 th Floor, New
York, NY 10036, 212-452-9119
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)

December 16, 2016
(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(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting persons 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).

SCHEDULE 13D

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SCHEDULE 13D

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Item 1. Security and Issuer

This statement amends Schedule 13D filed on 11/7/2016 as
previously amended on 12/13/2016 which relates to the Common Stock of Capital
Senior Living Corporation, with principal offices at 14160 Dallas Parkway, Suite
300, Dallas, Texas.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Considerations

Certain private investment limited partnerships and individual
managed accounts advised by APCM have been purchasing shares in the issuer since
March 2010. The total amount of funds used to purchase the shares is $61
million. The source of funds is the capital of the private investment limited
partnerships and individual managed accounts.

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Item 4. Purpose of Transaction

Each of the Reporting Entities acquired beneficial ownership of
the shares of Common Stock to which this Statement relates in the ordinary
course of business in order to obtain a significant equity position in the
Company, the Common Stock of which, in the opinion of the Reporting Entities,
represented an attractive investment opportunity when purchased.

Representatives of the Reporting Entities have engaged, and may
continue to engage, in discussions with representative of the Company, other
stockholders of the Company, and other persons concerning, among other things,
the business, operations, corporate governance, management, and strategic
direction of the Company.

None of the Reporting Entities has any present plans or
proposals that relate to or would result in any of the actions specified in
paragraphs (a) through (j) of Item 4 of this Amendment 2 to Schedule 13D, except
as set forth herein. The Reporting Entities intend to review their investment in
the Company on a continuing basis. Depending on various factors including,
without limitation, the actions taken by management and the Board of Directors
of the Company, the Companys financial position and strategic direction, the
price levels of the shares of Common Stock, other investment opportunities
available to the Reporting Entities, conditions in the securities markets, and
general economic and industry conditions, the Reporting Entities may in the
future take such actions with respect to their investment in the Company as they
deem appropriate including, without limitation, making proposals to the Company
concerning changes to the capitalization, ownership structure or operations of
the Company, purchasing additional shares of Common Stock, selling some or all
of their shares of Common Stock, engaging in short selling of or any hedging or
similar transactions with respect to the Common Stock, seeking representation on
the Board of Directors of the Company, and/or otherwise changing their intention
with respect to any or all matters referred to in paragraphs (a) through (j) of
Item 4 of this Amendment 2 to Schedule 13D.

The Reporting Entities reserve the right to change their
intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer

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

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Item 7. Material to Be Filed as Exhibits

None

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.

The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).