Cardlytics, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 cdlx-sc13ga_123120.htm AMENDMENT TO FORM SC 13G

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

| Cardlytics,
Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 14161W105 |
| (CUSIP
Number) |
| December
31, 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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No . 14161W105 Page 2 of 10

| 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 4,488,972 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 4,488,972 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,488,972 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.3% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON IA,
OO | |

Field: Rule-Page

Field: /Rule-Page

(1) As of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,488,972 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 4,488,972 shares.

(2) Based on a total of 27,464,399 shares outstanding as of October 31, 2020 as set forth in the Issuer’s most recent 10-Q, filed November 2, 2020.

Field: Page; Sequence: 2

Field: /Page

CUSIP No . 14161W105 Page 3 of 10

| 1 | NAME
OF REPORTING PERSONS Sosin Master, 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 2,749,557 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 2,749,557 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,749,557 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

Field: Rule-Page

Field: /Rule-Page

(1) As of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,488,972 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 4,488,972 shares.

(2) Based on a total of 27,464,399 shares outstanding as of October 31, 2020 as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 2, 2020.

Field: Page; Sequence: 3

Field: /Page

CUSIP No . 14161W105 Page 4 of 10

| 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 1,739,415 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,739,415 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,415 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.3% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

Field: Rule-Page

Field: /Rule-Page

(1) (1) As of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,488,972 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 4,488,972 shares.

(2) Based on a total of 27,464,399 shares outstanding as of October 31, 2020 as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 2, 2020.

Field: Page; Sequence: 4

Field: /Page

CUSIP No . 14161W105 Page 5 of 10

| 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 4,488,972 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 4,488,972 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,488,972 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.3% (1)(2) | |
| 12 | TYPE
OF REPORTING PERSON IN | |

Field: Rule-Page

Field: /Rule-Page

(1) (1) As of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,488,972 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 4,488,972 shares.

(2) Based on a total of 27,464,399 shares outstanding as of October 31, 2020 as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 2, 2020.

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

Field: Page; Sequence: 5

Field: /Page

CUSIP No . 14161W105 Page 6 of 10

| 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 Master, LP, CSWR Partners, LP, and Clifford Sosin. As of December 31, 2020, Sosin Master,
LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 4,488,972 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 4,488,972 shares of Common Stock. | | |
| 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). |

Field: Page; Sequence: 6

Field: /Page

CUSIP No . 14161W105 Page 7 of 10

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.

Field: Page; Sequence: 7

Field: /Page

CUSIP No . 14161W105 Page 8 of 10

| 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 |

Field: Page; Sequence: 8

Field: /Page

CUSIP No . 14161W105 Page 9 of 10

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
February 16, 2021
By:	/s/ Clifford Sosin
Name:	Clifford Sosin
Title:	Managing Member
SOSIN PARTNERS, LP
February 16, 2021
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
February 16, 2021
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

Field: Page; Sequence: 9

Field: /Page

Page 10 of 10

EXHIBIT INDEX

EXHIBIT 1: Joint Filing Agreement (filed herewith):

Field: Page; Sequence: 10

Field: /Page