Cardlytics, Inc. — Major Shareholding Notification 2020

Apr 11, 2020

SC 13G/A 1 cdlx-sc13ga_040220.htm AMENDMENT TO FORM SC 13G Field: Rule-Page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

| Cardlytics,
Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 14161W105 |
| (CUSIP
Number) |
| April
2, 2020 |
| (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 11

| 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 4,014,249 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 4,014,249 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,014,249 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.0% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON IA | |

(1) As of April 2, 2020, Sosin Partners, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,014,249 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, LP 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, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 4,014,249 shares.

(2) Based on a total of 26,704,481 shares outstanding as of February 28, 2020 as set forth in the Issuer’s most recent 10-K, filed March 3, 2020.

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CUSIP No . 14161W105 Page 3 of 11

| 1 | NAME
OF REPORTING PERSONS Sosin Partners, LP 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 2,411,611 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 2,411,611 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,611 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.0% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(1) As of April 2, 2020, Sosin Partners, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,014,249 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, LP 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, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 4,014,249 shares.

(2) Based on a total of 26,704,481 shares outstanding as of February 28, 2020 as set forth in the Issuer’s most recent 10-K, filed March 3, 2020.

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CUSIP No . 14161W105 Page 4 of 11

| 1 | NAME
OF REPORTING PERSONS CSWR Partners, LP 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,
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 1,602,638 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,602,638 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,602,638 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(1) As of April 2, 2020, Sosin Partners, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,014,249 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, LP 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, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 4,014,249 shares.

(2) Based on a total of 26,704,481 shares outstanding as of February 28, 2020 as set forth in the Issuer’s most recent 10-K, filed March 3, 2020.

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CUSIP No . 14161W105 Page 5 of 11

| 1 | NAME
OF REPORTING PERSONS Clifford Sosin † I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☒ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 0 |
| | 6 | SHARED
VOTING POWER 4,014,249 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 4,014,249 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,014,249 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.0% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON IN | |

(1) As of April 2, 2020, Sosin Partners, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,014,249 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, LP 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, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 4,014,249 shares.

(2) Based on a total of 26,704,481 shares outstanding as of February 28, 2020 as set forth in the Issuer’s most recent 10-K, filed March 3, 2020.

† Mr. Sosin disclaims any beneficial ownership of the shares.

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CUSIP No . 14161W105 Page 6 of 11

| 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, Georgia 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, LP, CSWR Partners, LP, and Clifford Sosin. As of December 31, 2019, Sosin Partners,
LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,014,249 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, LP 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, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially
own a total of 4,014,249 shares. | | |
| Item
2(b). | Address
of Principal Business Office or, if None, Residence: 135
E 57 th Street, Suite 18-108 New York, NY 10022 | | |
| Item
2(c). | Citizenship: See
Item 4 on the cover pages 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) | ☐ | 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); |
| | (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). |

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CUSIP No . 14161W105 Page 7 of 11

| Item
4. | | |
| --- | --- | --- |
| 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: | |
| | 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. |

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CUSIP No . 14161W105 Page 8 of 11

| 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 |

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CUSIP No . 14161W105 Page 9 of 11

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.

CAS INVESTMENT PARTNERS, LLC April 10, 2020
By:	/s/ Clifford Sosin
Name:	Clifford Sosin
Title:	Managing Member
SOSIN PARTNERS, LP
April 10, 2020
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 Partners, LP
CSWR PARTNERS, LP April 10, 2020
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
	/s/ Clifford Sosin
	Clifford Sosin

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Page 10 of 11

EXHIBIT INDEX

EXHIBIT 1: Joint Filing Agreement (filed herewith):

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Page 11 of 11

EXHIBIT 1

JOINT ACQUISITION STATEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

CAS INVESTMENT PARTNERS, LLC April 10, 2020
By:	/s/ Clifford Sosin
Name:	Clifford Sosin
Title:	Managing Member
SOSIN PARTNERS, LP
April 10, 2020
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 Partners, LP
CSWR PARTNERS, LP April 10, 2020
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
	/s/ Clifford Sosin
	Clifford Sosin

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