0001387131-19-007643.txt : 20191016 0001387131-19-007643.hdr.sgml : 20191016 20191015180228 ACCESSION NUMBER: 0001387131-19-007643 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191016 DATE AS OF CHANGE: 20191015 GROUP MEMBERS: CLIFFORD SOSIN GROUP MEMBERS: CSWR PARTNERS, L.P. GROUP MEMBERS: SOSIN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cardlytics, Inc. CENTRAL INDEX KEY: 0001666071 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263039436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90631 FILM NUMBER: 191151736 BUSINESS ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 888-798-5802 MAIL ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAS Investment Partners, LLC CENTRAL INDEX KEY: 0001697591 IRS NUMBER: 460901365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8 WRIGHT STREET STREET 2: 1ST FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 212-804-7660 MAIL ADDRESS: STREET 1: 8 WRIGHT STREET STREET 2: 1ST FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 cdlx-sc13ga_100419.htm ACQUISITION OF BENEFICIAL OWNERSHIP
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Cardlytics, Inc.

 (Amendment No. 1)*

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

14161W105

(CUSIP Number)

 

October 4, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  ☐ Rule 13d-1(b)
  ☒ Rule 13d-1(c)
  ☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 
 

 

CUSIP No. 14161W105  
       

 

1

NAME OF REPORTING PERSONS
CAS Investment Partners, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

(ENTITIES ONLY) EIN: 46-0901365

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING

2,490,393

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

2,490,393

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,490,393

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.1% (1)(2)

  
12

TYPE OF REPORTING PERSON

IA

  
         
 

 

(1) As of October 4, 2019, Sosin Partners, L.P. (the “Fund”) and CSWR Partners, L.P. owned an aggregate of 2,490,393 shares of Common Stock of the Issuer. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund and CSWR Partners, L.P. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 2,490,393 shares.
(2) Based on a total of 24,731,841 shares outstanding as of September 11, 2019, as set forth in the Issuer’s most recent Form 424B5, filed September 11, 2019.

 

 
 

 

CUSIP No. 14161W105

  
       

 

1

NAME OF REPORTING PERSONS
Sosin Partners, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0970829

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING

2,490,393

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

2,490,393

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,490,393

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.1% (1)(2)

  
12

TYPE OF REPORTING PERSON

PN

  
         
 

(1) As of October 4, 2019, Sosin Partners, L.P. (the “Fund”) and CSWR Partners, L.P. owned an aggregate of 2,490,393 shares of Common Stock of the Issuer. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund and CSWR Partners, L.P. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 2,490,393 shares.
(2) Based on a total of 24,731,841 shares outstanding as of September 11, 2019, as set forth in the Issuer’s most recent Form 424B5, filed September 11, 2019.

 
 

 

CUSIP No. 14161W105  

 

 

1

NAME OF REPORTING PERSONS

CSWR Partners, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 83-3990390

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING

2,490,393

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

2,490,393

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,490,393

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.1% (1)(2)

  
12

TYPE OF REPORTING PERSON

PN

  
         
 

(1) As of October 4, 2019, Sosin Partners, L.P. (the “Fund”) and CSWR Partners, L.P. owned an aggregate of 2,490,393 shares of Common Stock of the Issuer. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund and CSWR Partners, L.P. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 2,490,393 shares.
(2) Based on a total of 24,731,841 shares outstanding as of September 11, 2019, as set forth in the Issuer’s most recent Form 424B5, filed September 11, 2019.

 
 

 

CUSIP No. 14161W105  

 

 

1

NAME OF REPORTING PERSONS
Clifford Sosin

 

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING

2,490,393

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

2,490,393

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,490,393

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.1% (1)(2)

  
12

TYPE OF REPORTING PERSON

IN

  
         
 

(1) As of October 4, 2019, Sosin Partners, L.P. (the “Fund”) and CSWR Partners, L.P. owned an aggregate of 2,490,393 shares of Common Stock of the Issuer. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund and CSWR Partners, L.P. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 2,490,393 shares.
(2) Based on a total of 24,731,841 shares outstanding as of September 11, 2019, as set forth in the Issuer’s most recent Form 424B5, filed September 11, 2019.

 

 
 

 

CUSIP No. 14161W105  

 

 

Item 1(a).   Name of Issuer:                                                         Cardlytics, Inc.
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:  675 Ponce de Leon Ave. NE, Ste 6000 Atlanta, GA 30308
     
Item 2(a).  

Name of Person Filing:

This Schedule 13G/A is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by CAS Investment Partners, LLC, Sosin Partners, L.P., CSWR Partners, L.P. and Clifford Sosin. As of October 4, 2019, Sosin Partners, L.P. (the “Fund”) and CSWR Partners, L.P. owned an aggregate of 2,490,393 shares of Common Stock of the Issuer. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund and CSWR Partners, L.P. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 2,490,393 shares..

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
    135 E 57th Street, Suite 18-108, New York, New York 10022
     
Item 2(c).   Citizenship:
    See Item 4 on the cover page(s) hereto
     
Item 2(d).   Title of Class of Securities:
    Common Stock
     
Item 2(e).   CUSIP Number: 14161W105
     
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
   
  (a) ☐ A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
       
  (b) ☐ A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c) ☐ An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d) ☐ An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 
 

 

CUSIP No. 14161W105  

 

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
  (k) ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4. Ownership.
   
  (a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.
     
  (b) Percent of class: See Item 11 on the cover page(s) hereto.
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
       
    (ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
       
    (iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
       
    (iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
       

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  Not applicable
   

  

 
 

 

CUSIP No. 14161W105  

 

 

   
Item 8. Identification and Classification of Members of the Group.
  Not applicable
   
Item 9. Notice of Dissolution of Group.
  Not applicable
   
Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

 
 

 

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.

   
Date: October 15, 2019

CAS INVESTMENT PARTNERS, LLC
   
  By: /s/  Clifford Sosin
  Name: Clifford Sosin
  Title: Managing Member
   
     
 

SOSIN PARTNERS, L.P.
   
  By: Sosin, LLC
    its General Partner
     
  /s/  Clifford Sosin
  Name: Clifford Sosin
  Title: Managing Member of CAS Investment Partners LLC, Investment Adviser of Sosin Partners, L.P.
   

CSWR PARTNERS, L.P.
   
  By: Sosin, LLC
  its General Partner
 
    /s/ Clifford Sosin
   Name: Clifford Sosin
  Title: Managing Member of CAS Investment Partners LLC, Investment Adviser of CSWR Partners, L.P.
   
   
 

CLIFFORD SOSIN
   
  By: /s/  Clifford Sosin
  Name: Clifford Sosin
   

 

 
 

 

EXHIBIT INDEX

 

Exhibit Description of Exhibit
99.1 Joint Filing Agreement (filed herewith).

  

 

 

 

 

 

 EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT
 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

October 15, 2019

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above.

  

   
Date: October 15, 2019

CAS INVESTMENT PARTNERS, LLC
   
  By: /s/  Clifford Sosin
  Name: Clifford Sosin
  Title: Managing Member
   
     
 

SOSIN PARTNERS, L.P.
   
  By: Sosin, LLC
    its General Partner
     
  /s/  Clifford Sosin
  Name: Clifford Sosin
  Title: Managing Member of CAS Investment Partners LLC, Investment Adviser of Sosin Partners, L.P.
   

CSWR PARTNERS, L.P.
   
  By: Sosin, LLC
  its General Partner
 
    /s/ Clifford Sosin
   Name: Clifford Sosin
  Title: Managing Member of CAS Investment Partners LLC, Investment Adviser of CSWR Partners, L.P.
   
   
 

CLIFFORD SOSIN
   
  By: /s/  Clifford Sosin
  Name: Clifford Sosin