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Filing Details

Accession Number:: 0000921895-24-001134
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-13 18:13:51
Reporting Period:: 2024-05-09

Accepted Time:: 2024-05-13 18:13:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1666071	Cardlytics Inc.	CDLX	Services-Computer Programming, Data Processing, Etc. (7370)	263039436

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1697919	Clifford Sosin	C/O Cas Investment Partners, Llc 8 Wright Street, Suite 107 Westport CT 06880		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-05-09	225,000	$8.73	6,361,113	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2024-05-10	100,000	$8.79	6,461,113	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2024-05-13	3,746	$8.99	6,464,859	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	4.25% Convertible Senior Notes due 2029	Acquisiton	2024-05-09	4,000,000	$0.00	72,080	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
24,000,000			No	4	P	Indirect

Footnotes

4,275,376 shares of the Issuer's Common Stock (the "Common Stock") are owned directly by Sosin Master, L.P. ("Sosin Master"). The Reporting Person, as the Managing Member of CAS Investment Partners, LLC ("CAS"), the investment manager to Sosin Master, may be deemed to beneficially own the securities directly owned by Sosin Master. The remaining 2,189,483 shares of Common Stock are owned directly by CSWR Partners, L.P. ("CSWR"). The Reporting Person, as the Managing Member of CAS, the investment manager to CSWR, may be deemed to beneficially own the securities directly owned by CSWR.
Sosin Master directly holds $16,498,366 principal amount of the Issuer's 4.25% Convertible Senior Notes due April 1, 2029 (the "Notes") and CSWR directly holds $7,501,634 principal amount of the Notes. Subject to conditions described in the indenture governing the Notes, holders of the Notes have the right to convert all or any portion of such Notes into shares of Common Stock at an initial conversion rate of 55.4939 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as described in the indenture.
As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, none of the Reporting Person, Sosin Master or CSWR are deemed to be beneficial owners of any shares of Common Stock underlying the Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the Reporting Person, Sosin Master and CSWR do not have the right to acquire such underlying shares of Common Stock.