Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Cardlytics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
14161W105 (CUSIP Number) |
CLIFFORD SOSIN CAS INVESTMENT PARTNERS, LLC, 8 Wright Street, Suite 107 Westport, CT, 06880 212-804-7660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (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.
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
|
| CUSIP No. | 14161W105 |
| 1 |
Name of reporting person
CAS Investment Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,614,878.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
1
SCHEDULE 13D
|
| CUSIP No. | 14161W105 |
| 1 |
Name of reporting person
SOSIN MASTER, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,425,395.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
1
SCHEDULE 13D
|
| CUSIP No. | 14161W105 |
| 1 |
Name of reporting person
CSWR PARTNERS, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,189,483.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
1
SCHEDULE 13D
|
| CUSIP No. | 14161W105 |
| 1 |
Name of reporting person
SOSIN LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,614,878.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1
SCHEDULE 13D
|
| CUSIP No. | 14161W105 |
| 1 |
Name of reporting person
SOSIN CLIFFORD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,614,878.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Item 1. Security and Issuer
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 |
| (b) | Name of Issuer:
Cardlytics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
675 PONCE DE LEON AVENUE, NE, SUITE 4100, ATLANTA,
GEORGIA
, 30308. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:The aggregate percentage of Shares reported owned by each person named herein is based upon 50,822,443 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024.The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.A. Sosin MasterAs of the close of business on January 3, 2025, Sosin Master directly beneficially owned 3,425,395 Shares. Percentage: Approximately 6.7%B. CSWRAs of the close of business on January 3, 2025, CSWR directly beneficially owned 2,189,483 Shares. Percentage: Approximately 4.3%C. CAS InvestmentAs the investment manager of Sosin Master and CSWR, CAS Investment may be deemed the beneficial own
er of the (i) 3,425,395 Shares owned by Sosin Master and (ii) 2,189,483 Shares owned by CSWR. Percentage: Approximately 11.0%D. Sosin LLCSosin LLC, as the general partner of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 3,425,395 Shares owned by Sosin Master and (ii) 2,189,483 Shares owned by CSWR. Percentage: Approximately 11.0%E. Mr. SosinMr. Sosin, as the managing member of CAS Investment, may be deemed the beneficial owner of the (i) 3,425,395 Shares owned by Sosin Master and (ii) 2,189,483 Shares owned by CSWR. Percentage: Approximately 11.0% |
| (b) | Item 5(b) is hereby amended and restated to read as follows:A. Sosin Master1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 3,425,3953. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 3,425,395B. CSWR1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 2,189,4833. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 2,189,483C. CAS Investment1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 5,614,8783. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 5,614,878D. Sosin LLC1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 5,614,8783. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 5,614,878E. Mr. Sosin1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 5,614,8783. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 5,614,878 |
| (c) | Item 5(c) is hereby amended and restated to read as follows:A. Sosin MasterThe open market transactions in the Shares by Sosin Master during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. On December 19, 2024, Sosin Master sold a portion of its Notes, as discussed in further detail in Item 6. Effective December 31, 2024, Sosin Master engaged in a pro rata distribution of 754,032 Shares to its partners for no consideration.B. CSWRCSWR has not entered into any transactions in the Shares during the past sixty days.C. CAS InvestmentCAS Investment has not entered into any transactions in the Shares during the past sixty days. Reference is made to Item 5(c)(A) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master during the past sixty days.D. Sosin LLCSosin LLC has not entered into any transactions in the Shares during the past sixty days. Reference is made to Item 5(c)(A) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master during the past sixty days.E. Mr. SosinMr. Sosin has not entered into any transactions in the Shares during the past sixty days. Reference is made to Item 5(c)(A) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master during the past sixty days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:On December 19, 2024, Sosin Master sold $2,700,000 principal amount of the Issuer's 4.25% convertible senior notes due 2029 (the "Notes") for $1,518,750. Accordingly, Sosin Master directly holds $13,798,366 principal amount of the Notes and CSWR directly holds $7,501,634 principal amount of the Notes. As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, Shares or a combination of cash and Shares, the Reporting Persons are not deemed to be beneficial owners of any Shares underlying the Notes as the Reporting Persons do not have the right to acquire such underlying Shares. | |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Securities |
| 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.
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