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    SEC Form SC 13D/A filed by Cardlytics Inc. (Amendment)

    3/29/24 5:05:56 PM ET
    $CDLX
    Computer Software: Programming Data Processing
    Technology
    Get the next $CDLX alert in real time by email
    SC 13D/A 1 sc13da312609002_03292024.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 13D

    (Rule 13d-101)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

    § 240.13d-2(a)

    (Amendment No. 3)1

    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

    575 Lexington Avenue, Suite 12-101

    New York, NY 10022

    (212) 804-7660

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    March 27, 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 ☒.

    Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

     

     

     

    1              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 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).

     

    CUSIP No. 14161W105

      1   NAME OF REPORTING PERSON  
             
            CAS INVESTMENT PARTNERS, LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            AF  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         6,373,676  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              6,373,676  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            6,373,676  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            14.4%  
      14   TYPE OF REPORTING PERSON  
             
            OO, IA  

      

    2

    CUSIP No. 14161W105

      1   NAME OF REPORTING PERSON  
             
            SOSIN MASTER, LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         4,292,156  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              4,292,156  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            4,292,156  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            9.7%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    3

    CUSIP No. 14161W105

     

      1   NAME OF REPORTING PERSON  
             
            CSWR PARTNERS, LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         2,081,520  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              2,081,520  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,081,520  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.7%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    4

    CUSIP No. 14161W105

     

      1   NAME OF REPORTING PERSON  
             
            SOSIN LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            AF  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         6,373,676  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              6,373,676  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            6,373,676  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            14.4%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    5

    CUSIP No. 14161W105

     

      1   NAME OF REPORTING PERSON  
             
            CLIFFORD SOSIN  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            AF  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         6,373,676  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              6,373,676  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            6,373,676  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            14.4%  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    6

    CUSIP No. 14161W105

    The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

     

    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 4,292,156 Shares directly beneficially owned by Sosin Master is approximately $166,047,535, including brokerage commissions. The aggregate purchase price of the 2,081,520 Shares directly beneficially owned by CSWR is approximately $66,118,192, including brokerage commissions.

     

    Item 5.Interest in Securities of the Issuer.

    Items 5(a)-(c) are hereby amended and restated to read as follows:

     

    The aggregate percentage of Shares reported owned by each person named herein is based upon 44,109,102 Shares outstanding, which is the total number of Shares outstanding as of February 29, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2024.

     

    A.Sosin Master
    (a)As of the close of business on March 29, 2024, Sosin Master directly beneficially owned 4,292,156 Shares.

    Percentage: Approximately 9.7%

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 4,292,156
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 4,292,156

     

    (c)The transaction in the Shares by Sosin Master since the filing of Amendment No. 2 is set forth in Schedule A and is incorporated herein by reference.
    B.CSWR
    (a)As of the close of business on March 29, 2024, CSWR directly beneficially owned 2,081,520 Shares.

    Percentage: Approximately 4.7%

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 2,081,520
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 2,081,520

     

    7

    CUSIP No. 14161W105

    (c)The transaction in the Shares by CSWR since the filing of Amendment No. 2 is set forth in Schedule A and is incorporated herein by reference.
    C.CAS Investment
    (a)As the investment manager of Sosin Master and CSWR, CAS Investment may be deemed the beneficial owner of the (i) 4,292,156 Shares owned by Sosin Master and (ii) 2,081,520 Shares owned CSWR.

    Percentage: Approximately 14.4%

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 6,373,676
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 6,373,676

     

    (c)CAS Investment has not entered into any transactions in the Shares since the filing of Amendment No. 2. The transactions in the Shares on behalf of Sosin Master and CSWR since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.
    D.Sosin LLC
    (a)Sosin LLC, as the general partner of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 4,292,156 Shares owned by Sosin Master and (ii) 2,081,520 Shares owned CSWR.

    Percentage: Approximately 14.4%

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 6,373,676
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 6,373,676

     

    (c)Sosin LLC has not entered into any transactions in the Shares since the filing of Amendment No. 2. The transactions in the Shares on behalf of Sosin Master and CSWR since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.
    E.Mr. Sosin
    (a)Mr. Sosin, as the managing member of CAS Investment, may be deemed the beneficial owner of the (i) 4,292,156 Shares owned by Sosin Master and (ii) 2,081,520 Shares owned CSWR.

    Percentage: Approximately 14.4%

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 6,373,676
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 6,373,676

     

    8

    CUSIP No. 14161W105

    (c)Mr. Sosin has not entered into any transactions in the Shares since the filing of Amendment No. 2. The transactions in the Shares on behalf of Sosin Master and CSWR since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

    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.

     

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

    Item 6 is hereby amended to add the following:

     

    On March 27, 2024, Sosin Master purchased $13,786,000 aggregate principal amount of the Issuer’s 4.25% convertible senior notes due 2029 (the “Notes”) and CSWR purchased $6,214,000 aggregate 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. 

    9

    CUSIP No. 14161W105

    SIGNATURES

    After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Dated: March 29, 2024

      CAS INVESTMENT PARTNERS, LLC
       
      By:

    /s/ Clifford Sosin

        Name: Clifford Sosin
        Title: Managing Member

     

     

      SOSIN MASTER, LP
       
      By: Sosin, LLC
      Its: General Partner
         
      By:

    /s/ Clifford Sosin

        Name: Clifford Sosin
        Title: Managing Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP

     

     

      CSWR PARTNERS, LP
       
      By: Sosin, LLC
      Its: General Partner
         
      By:

    /s/ Clifford Sosin

        Name: Clifford Sosin
        Title: Managing Member of CAS Investment Partners, LLC, Investment Adviser of CSWR Partners, LP

     

     

      SOSIN LLC
       
      By:

    /s/ Clifford Sosin

        Name: Clifford Sosin
        Title: Managing Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP and CSWR Partners, LP

      

    10

    CUSIP No. 14161W105

      CLIFFORD SOSIN
       
     

    /s/ Clifford Sosin

     

    11

    CUSIP No. 14161W105

    SCHEDULE A

     

    Transactions in the Shares of the Issuer Since the Filing of Amendment No. 2

     

    Nature of Transaction Amount of Securities
    Purchased/(Sold)
    Price per Share ($) Date of Purchase/Sale

     

    SOSIN MASTER, LP

     

    Purchase of Common Stock 231,650 14.1601 03/19/2024

     

    CSWR PARTNERS, LP

     

    Purchase of Common Stock 118,350 14.1601 03/19/2024

     

     

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      $CDLX
      Computer Software: Programming Data Processing
      Technology
    • Director Klinck John L. Jr. bought $48,860 worth of shares (14,000 units at $3.49), increasing direct ownership by 26% to 67,593 units (SEC Form 4)

      4 - Cardlytics, Inc. (0001666071) (Issuer)

      8/12/24 5:39:19 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology

    $CDLX
    Financials

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    • Cardlytics Announces First Quarter 2025 Financial Results

      Cardlytics, Inc. (NASDAQ:CDLX), a digital advertising platform, today announced financial results for the first quarter ended March 31, 2025. "We've made marked progress across our key business pillars, which continue to underpin our journey to 'platformize' Cardlytics and position ourselves as the leading commerce media platform," said Amit Gupta, CEO of Cardlytics. "Our expanding ecosystem, depth and breadth of our data, and ongoing tech investments are strengthening our position and providing differentiated value to our partners and advertisers." "We've built a resilient platform and are making strategic decisions as we look to future-proof our business," said Alexis DeSieno, CFO of Ca

      5/7/25 4:05:00 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology
    • Cardlytics Announces Timing of Its First Quarter 2025 Earnings Release

      Cardlytics, Inc. (NASDAQ:CDLX) today announced that its financial results for the first quarter ending March 31, 2025 will be released on May 7, 2025, after market close. Conference Call Details: When: May 7, 2025 at 5:00 pm Eastern time / 2:00 pm Pacific time Webcast: Attendees may access the live audio webcast on the Cardlytics Investor Relations website at ir.cardlytics.com, or by registering at this link. Following the call, a replay will be available on the website. Dial-in: Call participants may dial +1 800-549-8228 and use Conference ID: 86123. About Cardlytics Cardlytics (NASDAQ:CDLX) is a commerce media platform, powered by our publishers' first-party purchase data, that

      4/23/25 4:05:00 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology
    • Cardlytics Announces Fourth Quarter and Full Year 2024 Financial Results

      Cardlytics, Inc. (NASDAQ:CDLX) today announced financial results for the fourth quarter and full year ended December 31, 2024. "While 2024 was a challenging year for Cardlytics, we nevertheless planted the seeds and refocused our efforts to get back on track for growth this year," said Amit Gupta, CEO of Cardlytics. "We remain grounded in our vision for long-term and sustainable growth. We are focused on strengthening our competitive moat through our efforts to modernize our platform, enhance our product and tech capabilities, and expand our network of partners and advertisers." "In 2025, we are focused on delivering sequential improvements and positive Adjusted EBITDA," said Alexis DeSie

      3/12/25 4:05:00 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology

    $CDLX
    Leadership Updates

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    • TTV Capital Adds Lynne Laube and Rachel Hamilton as Venture Partners

      Co-founder and CEO of Cardlytics, Greenlight CMO to Provide Decades of Operational and Marketing Expertise to Portfolio Companies as Firm Enters 25th Year of Fintech Investing ATLANTA, April 30, 2025 /PRNewswire/ -- TTV Capital, an early-stage fintech venture capital firm, today announced that Lynne Laube and Rachel Hamilton have joined as venture partners. In these roles, Lynne and Rachel will provide strategic counsel to TTV Capital's portfolio companies based on their decades of experience scaling early-stage fintech companies. Today's news arrives as TTV Capital marks its 25th year of investing from its home base in Atlanta, the center of the fintech ecosystem. "We started investing in

      4/30/25 9:00:00 AM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology
    • 23andMe Appoints Three New Independent Directors to Board

      SUNNYVALE, Calif., Oct. 29, 2024 (GLOBE NEWSWIRE) -- 23andMe Holding Co. (NASDAQ:ME) (the "Company" or "23andMe"), a leading human genetics and preventive health company, today announced the appointments of Andre Fernandez, Jim Frankola, and Mark Jensen, three accomplished and experienced executives, as independent members of the Company's Board of Directors (the "Board"), effective on October 28, 2024. Each of Mr. Fernandez, Mr. Frankola, and Mr. Jensen have been appointed to serve as members of the Board's Audit Committee and Compensation Committee, with Mr. Fernandez serving as the Chair of the Audit Committee and Mr. Jensen serving as the Chair of the Compensation Committee. In additio

      10/29/24 7:30:00 AM ET
      $ANSS
      $CDLX
      $LSCC
      $ME
      Computer Software: Prepackaged Software
      Technology
      Computer Software: Programming Data Processing
      Semiconductors
    • Cardlytics Appoints Amit Gupta as CEO

      ATLANTA, Aug. 07, 2024 (GLOBE NEWSWIRE) -- Cardlytics, Inc. (NASDAQ:CDLX), a digital advertising platform, today announced that the Board of Directors has appointed Amit Gupta, Chief Operating Officer and General Manager of Bridg, as its next Chief Executive Officer of Cardlytics, effective August 16, 2024. He will also join the Cardlytics Board of Directors on that date. Mr. Gupta will succeed Karim Temsamani, who is stepping down as Chief Executive Officer and from the Board of Directors to pursue another professional opportunity. "Amit is the right person to lead Cardlytics in its next stage of growth," said Jack Klinck, Chair of the Cardlytics Board. "For the last year and a half, Ami

      8/7/24 4:10:00 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology

    $CDLX
    SEC Filings

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    • SEC Form 10-Q filed by Cardlytics Inc.

      10-Q - Cardlytics, Inc. (0001666071) (Filer)

      5/7/25 4:30:52 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology
    • Cardlytics Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - Cardlytics, Inc. (0001666071) (Filer)

      5/7/25 4:07:09 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology
    • SEC Form DEFR14A filed by Cardlytics Inc.

      DEFR14A - Cardlytics, Inc. (0001666071) (Filer)

      4/29/25 4:02:21 PM ET
      $CDLX
      Computer Software: Programming Data Processing
      Technology