Filing Details

Accession Number:
0000921895-24-002888
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-12-05 18:42:58
Reporting Period:
2024-12-03
Accepted Time:
2024-12-05 18:42:58
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2024-12-03 19,523 $3.95 6,400,210 No 4 S Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnote
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock 4.25% Convertible Senior Notes due 2029 $0.00 1,331,853 24,000,000 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
1,331,853 24,000,000 Indirect
Footnotes
  1. 4,210,727 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.
  2. 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, the Notes have 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.
  3. 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.