0000921895-24-000795.txt : 20240403
0000921895-24-000795.hdr.sgml : 20240403
20240403163019
ACCESSION NUMBER: 0000921895-24-000795
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240401
FILED AS OF DATE: 20240403
DATE AS OF CHANGE: 20240403
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOSIN CLIFFORD
CENTRAL INDEX KEY: 0001697919
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38386
FILM NUMBER: 24819216
MAIL ADDRESS:
STREET 1: 8 WRIGHT STREET
STREET 2: 1ST FL
CITY: WESTPORT
STATE: CT
ZIP: 06880
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cardlytics, Inc.
CENTRAL INDEX KEY: 0001666071
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 263039436
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 675 PONCE DE LEON AVENUE, NE
STREET 2: SUITE 4100
CITY: ATLANTA
STATE: GA
ZIP: 30308
BUSINESS PHONE: 888-798-5802
MAIL ADDRESS:
STREET 1: 675 PONCE DE LEON AVENUE, NE
STREET 2: SUITE 4100
CITY: ATLANTA
STATE: GA
ZIP: 30308
4
1
form412609002_04032024.xml
OWNERSHIP DOCUMENT
X0508
4
2024-04-01
0
0001666071
Cardlytics, Inc.
CDLX
0001697919
SOSIN CLIFFORD
C/O CAS INVESTMENT PARTNERS, LLC
575 LEXINGTON AVENUE, SUITE 12-101
NEW YORK
NY
10022
0
0
1
0
0
Common Stock
2024-04-01
4
J
0
237563
D
6136113
I
See Footnote
4.25% Convertible Senior Notes due 2029
Common Stock
360400
20000000
I
See Footnote
4,054,593 shares of the Issuer's Common Stock (the "Common Stock") are owned directly by Sosin Master, L.P. ("Sosin Master"). The Reporting Person, as the Managing Member of CAS Investment Partners, LLC ("CAS"), the investment manager to Sosin Master, may be deemed to beneficially own the securities directly owned by Sosin Master. The remaining 2,081,520 shares of Common Stock are owned directly by CSWR Partners, L.P. ("CSWR"). The Reporting Person, as the Managing Member of CAS, the investment manager to CSWR, may be deemed to beneficially own the securities directly owned by CSWR.
On April 1, 2024, Sosin Master engaged in a pro rata distribution of 237,563 shares of Common Stock to its partners for no consideration (the "Sosin Master Distribution"). Represents the distribution of 237,563 shares of Common Stock held by Sosin Master pursuant to the Sosin Master Distribution.
Sosin Master directly holds $13,786,000 principal amount of the Issuer's 4.25% Convertible Senior Notes due April 1, 2029 (the "Notes") and CSWR directly holds $6,214,000 principal amount of the Notes. Subject to conditions described in the indenture governing the Notes, holders of the Notes have the right to convert all or any portion of such Notes into shares of Common Stock at an initial conversion rate of 55.4939 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as described in the indenture.
As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, none of the Reporting Person, Sosin Master or CSWR are deemed to be beneficial owners of any shares of Common Stock underlying the Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the Reporting Person, Sosin Master and CSWR do not have the right to acquire such underlying shares of Common Stock.
/s/ Clifford Sosin
2024-04-03