CAS Investment Partners Amends Cardlytics Stake

TL;DR

CAS Investment Partners filed an amendment on Cardlytics (CLI).

AI Summary

CAS Investment Partners, LLC, through Clifford Sosin, has amended its Schedule 13D filing for Cardlytics, Inc. on March 29, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. CAS Investment Partners, LLC is based in New York, NY.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Cardlytics, Inc., which could influence its stock performance and corporate direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate significant changes in a major shareholder's position, potentially leading to increased volatility.

Key Players & Entities

• CAS Investment Partners, LLC (company) — Filing entity
• Cardlytics, Inc. (company) — Subject company
• Clifford Sosin (person) — Key individual associated with filing entity
• 20240329 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 14161
• $166,047,535 — owned by Sosin Master is approximately $166,047,535, including brokerage commissions. The a
• $66,118,192 — ficially owned by CSWR is approximately $66,118,192, including brokerage commissions. Item
• $13,786,000 — March 27, 2024, Sosin Master purchased $13,786,000 aggregate principal amount of the Issue
• $6,214,000 — “Notes”) and CSWR purchased $6,214,000 aggregate principal amount of the Notes

Filing Documents

• sc13da312609002_03292024.htm (SC 13D/A) — 163KB
• 0000921895-24-000749.txt ( ) — 164KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

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.

Interest in Securities of the Issuer

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

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

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

is hereby amended

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

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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