SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
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) |
08/19/2025 (Date of Event Which Requires Filing of This Statement) |
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)
![]() ![]() | ||||||||
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
5,198,067.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, OO |
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)
![]() ![]() | ||||||||
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
3,198,584.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
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)
![]() ![]() | ||||||||
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
1,999,483.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
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)
![]() ![]() | ||||||||
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
5,198,067.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
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)
![]() ![]() | ||||||||
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
5,198,067.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
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 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Sosin Master and CSWR were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 3,198,584 Shares directly beneficially owned by Sosin Master is approximately $88,620,705, including brokerage commissions. The aggregate purchase price of the 1,999,483 Shares directly beneficially owned by CSWR is approximately $65,026,672, including brokerage commissions. | |
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 53,236,901 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025.
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 Master
As of the close of business on August 19, 2025, Sosin Master directly beneficially owned 3,198,584 Shares. Percentage: Approximately 6.0%
B. CSWR
As of the close of business on August 19, 2025, CSWR directly beneficially owned 1,999,483 Shares. Percentage: Approximately 3.8%
C. CAS Investment
As the investment manager of Sosin Master and CSWR, CAS Investment may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8%
D. Sosin LLC
Sosin LLC, as the general partner of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8%
E. Mr. Sosin
Mr. Sosin, as the managing member of CAS Investment, may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8% |
(b) | Item 5(b) is hereby amended and restated to read as follows:
A. Sosin Master
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,198,584
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,198,584
B. CSWR
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,999,483
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,999,483
C. CAS Investment
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,198,067
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,198,067
D. Sosin LLC
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,198,067
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,198,067
E. Mr. Sosin
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,198,067
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,198,067 |
(c) | Item 5(c) is hereby amended and restated to read as follows:
A. Sosin Master
The 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.
Effective June 30, 2025, Sosin Master engaged in a pro rata distribution of 15,855 Shares to its partners for no consideration.
B. CSWR
The open market transactions in the Shares by CSWR during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
C. CAS Investment
CAS Investment has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days.
D. Sosin LLC
Sosin LLC has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days.
E. Mr. Sosin
Mr. Sosin has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR 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 June 30, 2025, Sosin Master engaged in a pro rata distribution of $57,000 of the Notes to its partners for no consideration. Accordingly, Sosin Master directly holds $13,741,366 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.
|
|
|
|
|
|
|
|
|
|
|