Cardlytics, Inc. — Major Shareholding Notification 2019

May 24, 2019

SC 13G 1 cdlx-sc13g_051419.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. |
| --- |
| (Name
of Issuer) Common
Stock, Par Value $0.001 Per Share |
| (Title
of Class of Securities) 14161W105 |
| (CUSIP
Number) May
14, 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 Page 2 of 6

| 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,
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 1,372,502 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,372,502 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,372,502 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.08%*+ | |
| 12 | TYPE
OF REPORTING PERSON IA | |

*As of May 17, 2019, Sosin Partners, L.P. (the “Fund”) owned an aggregate of 1,372,502 shares of Common Stock of the Issuer. CAS Investment Partners, LLC, is the investment manager of the Fund in which such shares referred to above are held. As a result, CAS Investment Partners, LLC, possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Thus, CAS Investment Partners, LLC, may be deemed to beneficially own a total of 1,372,502 shares.

• Based on a total of 22,569,519 shares outstanding as of April 30, 2019, as set forth in the Issuer’s most recent Form 10-Q, filed May 9, 2019.

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CUSIP No . 14161W105 Page 3 of 6

| 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,
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 1,372,502 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,372,502 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,372,502 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.08%*+ | |
| 12 | TYPE
OF REPORTING PERSON PN | |

*As of May 17, 2019, Sosin Partners, L.P. (the “Fund”) owned an aggregate of 1,372,502 shares of Common Stock of the Issuer. CAS Investment Partners, LLC, is the investment manager of the Fund in which such shares referred to above are held. As a result, CAS Investment Partners, LLC, possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Thus, CAS Investment Partners, LLC, may be deemed to beneficially own a total of 1,372,502 shares.

• Based on a total of 22,569,519 shares outstanding as of April 30, 2019, as set forth in the Issuer’s most recent Form 10-Q, filed May 9, 2019.

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CUSIP No . 14161W105 Page 4 of 6

| 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: CAS Investment Partners, LLC, Sosin Partners, L.P. This
Schedule is being filed by CAS Investments Partners, LLC and Sosin Partners, L.P. with respect to shares of common stock
of the above-name issuer owned by CAS Investments Partners, LLC. Clifford Sosin is the Managing Member of CAS Investment
Partners, LLC and Member of Sosin Partners, L.P.’s general partner. | |
| Item
2(b). | | Address
of Principal Business Office or, if None, Residence: | |
| | | 8
Wright Street, 1 st FL Westport, Connecticut 06880 | |
| Item
2(c). | | Citizenship: | |
| | | United
States | |
| Item
2(d). | | Title
of Class of Securities: | |
| | | Common
Stock, Par Value $0.001 Per Share | |
| 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) | ☐ | Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| | (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | ☐ | Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | ☐ | 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 Page 5 of 6

| | (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) | ☐ | Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. | | |
| | Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. | | |
| | (a) | Amount
beneficially owned: 1,372,502 | |
| | (b) | Percent
of class: 6.08%+ | |
| | (c) | Number
of shares as to which such person has: | |
| | | (i) | Sole power to vote
or to direct the vote 1,372,502 |
| | | (ii) | Shared power to
vote or to direct the vote 0 |
| | | (iii) | Sole power to dispose
or to direct the disposition of 1,372,502 |
| | | (iv) | Shared power to
dispose or to direct the disposition of 0 |

*As of May 17, 2019, Sosin Partners, L.P. (the “Fund”) owned an aggregate of 1,372,502 shares of Common Stock of the Issuer. CAS Investment Partners, LLC, is the investment manager of the Fund in which such shares referred to above are held. As a result, CAS Investment Partners, LLC, possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Thus, CAS Investment Partners, LLC, may be deemed to beneficially own a total of 1,372,502 shares.

• Based on a total of 22,569,519 shares outstanding as of April 30, 2019, as set forth in the Issuer’s most recent Form 10-Q, filed May 9, 2019.

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CUSIP No . 14161W105 Page 6 of 6

| 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 |
| 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.

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: | May
24, 2019 |
| --- | --- |
| Signature: | /s/
Clifford Sosin |
| Name: | |
| CAS
INVESTMENT PARTNERS, LLC | |
| Date: | May 24, 2019 |
| By: | /s/ Clifford
Sosin |
| Name: | |
| Title: | Managing
Member |
| SOSIN
PARTNERS, L.P. | |
| Date: | May 24, 2019 |
| By: | /s/ Clifford
Sosin |
| Name: | |
| Title: | Managing
Member of Sosin, LLC, General Partner of Sosin Partners, LP |

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