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Filing Details

Accession Number:: 0001387131-19-007643
Form Type:: 13G Filing
Publication Date:: 2019-10-15 18:02:28

Filed By:: CAS Investment Partners
Company:: Cardlytics Inc. (NASDAQ:CDLX)
Filing Date:: 2019-10-16
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
CAS Investment Partners	2,490,393	2,490,393	10.1%
Sosin Partners	2,490,393	2,490,393	10.1%
CSWR Partners	2,490,393	2,490,393	10.1%
Clifford Sosin	2,490,393	2,490,393	10.1%

Filing

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).

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

(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.

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

(1)

(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.

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

(1)

(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.

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

(1)

(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.

CUSIP No.

14161W105

Item 1(a).		Name of Issuer: Cardlytics, Inc.

Item 1(b).		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);

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

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.

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	CAS INVESTMENT PARTNERS, LLC

	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

EXHIBIT INDEX

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