Cardlytics, Inc. — Major Shareholding Notification 2019

Oct 16, 2019

SC 13G/A 1 cdlx-sc13ga_100419.htm ACQUISITION OF BENEFICIAL OWNERSHIP Field: Rule-Page

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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).

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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 | |

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| (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. |

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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 | |

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| (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. |

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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 | |

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| (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. |

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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 | |

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| (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. |

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CUSIP No . 14161W105

| Item
1(a). — Item
1(b). | | Name
of Issuer: Cardlytics,
Inc. — 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); |

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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 |

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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.

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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 | |
| --- | --- |
| 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 |

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EXHIBIT INDEX

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

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