0001387131-20-003838.txt : 20200413 0001387131-20-003838.hdr.sgml : 20200413 20200410210607 ACCESSION NUMBER: 0001387131-20-003838 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200413 DATE AS OF CHANGE: 20200410 GROUP MEMBERS: CLIFFORD SOSIN GROUP MEMBERS: CSWR PARTNERS, L.P. GROUP MEMBERS: SOSIN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cardlytics, Inc. CENTRAL INDEX KEY: 0001666071 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263039436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90631 FILM NUMBER: 20787703 BUSINESS ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 888-798-5802 MAIL ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAS Investment Partners, LLC CENTRAL INDEX KEY: 0001697591 IRS NUMBER: 460901365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8 WRIGHT STREET STREET 2: 1ST FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 212-804-7660 MAIL ADDRESS: STREET 1: 8 WRIGHT STREET STREET 2: 1ST FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 cdlx-sc13ga_040220.htm AMENDMENT TO FORM SC 13G
 

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).

 
 

 

 

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.

 

 

 

 
 

 

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.

 

 
 

 

 

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.

 

 
 

 

 

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.

 

 

 
 

 

CUSIP No. 14161W105   Page 6 of 11

 

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, 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 57th 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).

 

 

 
 

CUSIP No. 14161W105   Page 7 of 11

 

   
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:
    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.
 
 

 

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
         
 
 

 

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

 

 
 

 

Page 10 of 11

 

EXHIBIT INDEX

 

 

EXHIBIT 1: Joint Filing Agreement (filed herewith):

 

 

 
 

 

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