SCHEDULE 13D/A: CAS Investment Partners Updates Cardlytics Stake to 11.0% Following Share Distribution and Note Sale

CAS Investment Partners, LLC and its affiliates have filed an amended Schedule 13D, confirming their aggregate beneficial ownership of 11.0% in Cardlytics, Inc. common stock, following recent share distributions and a sale of convertible notes.

Summary

• CAS Investment Partners, LLC, along with Sosin Master, LP, CSWR Partners, LP, Sosin LLC, and Clifford Sosin, collectively reported beneficial ownership of 5,614,878 shares of Cardlytics, Inc. common stock, representing 11.0% of the outstanding shares.
• This percentage is based on 50,822,443 shares of Cardlytics common stock outstanding as of October 31, 2024, as reported in the Issuer's Form 10-Q.
• Sosin Master, LP directly beneficially owned 3,425,395 shares (approximately 6.7%) as of January 3, 2025.
• CSWR Partners, LP directly beneficially owned 2,189,483 shares (approximately 4.3%) as of January 3, 2025.
• Sosin Master, LP engaged in open market sales of common stock, including 19,523 shares on December 3, 2024, at $3.9530 per share, 15,650 shares on December 30, 2024, at $3.7784 per share, and 15,650 shares on December 31, 2024, at $3.7661 per share.
• Effective December 31, 2024, Sosin Master, LP conducted a pro rata distribution of 754,032 shares to its partners for no consideration.
• On December 19, 2024, Sosin Master, LP sold $2,700,000 principal amount of Cardlytics' 4.25% convertible senior notes due 2029 for $1,518,750.
• Following the sale, Sosin Master, LP directly holds $13,798,366 principal amount of the Notes, and CSWR Partners, LP directly holds $7,501,634 principal amount of the Notes.
• The reporting persons are not deemed beneficial owners of any shares underlying the convertible notes, as the Issuer has the sole discretion to settle conversions in cash, shares, or a combination.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing detailing changes in beneficial ownership and related transactions. It does not contain forward-looking statements or express sentiment regarding the company's performance, maintaining a neutral tone.

Negatives

• Sosin Master, LP sold $2,700,000 principal amount of convertible notes for $1,518,750, indicating a sale at a significant discount to principal value.
• Sosin Master, LP engaged in open market sales of common stock totaling 50,823 shares in December 2024.
• Sosin Master, LP distributed 754,032 shares pro rata to its partners, reducing its direct holdings.

Future Outlook

NA

Industry Context

This filing is a routine update on a significant investor's stake in Cardlytics, Inc. It does not provide broader industry trends or competitive analysis, focusing solely on the reporting persons' ownership and recent transactions.

Stakeholder Impact

• Shareholders: Provides transparency regarding the holdings and recent transactions of a significant institutional investor, which can influence market perception and trading activity.
• Investment Professionals: Offers updated data on a key investor's position, aiding in their analysis of the company's ownership structure and potential investor sentiment.

Key Dates

Recommendation

Keywords

Cardlytics, CDLX, Schedule 13D, beneficial ownership, CAS Investment Partners, convertible notes, share distribution, SEC filing