Form 4: Clifford Sosin of CAS Investment Partners Reports Cardlytics Stock Distribution

Clifford Sosin, Managing Member of CAS Investment Partners, reports a pro rata distribution of Cardlytics (CDLX) shares from Sosin Master, L.P. to its partners.

Summary

• On April 1, 2024, Clifford Sosin, through Sosin Master, L.P., distributed 237,563 shares of Cardlytics (CDLX) common stock to its partners.
• The distribution was pro rata and for no consideration.
• Following the transaction, Sosin Master, L.P. directly owns 4,054,593 shares of Cardlytics common stock, and CSWR Partners, L.P. owns 2,081,520 shares.
• Sosin Master holds $13,786,000 principal amount of Cardlytics' 4.25% Convertible Senior Notes due 2029, while CSWR holds $6,214,000 principal amount.
• The notes are convertible into common stock at an initial rate of 55.4939 shares per $1,000 principal amount, subject to adjustments.
• Due to Cardlytics' option to settle conversions in cash, shares, or a combination, Sosin, Sosin Master, and CSWR are not deemed beneficial owners of the underlying shares for Section 13(d) purposes.

Sentiment

Score: 5

Explanation: The document is a standard SEC filing reporting a stock distribution and holdings of convertible notes. It doesn't inherently convey positive or negative sentiment, but rather provides factual information about ownership changes.

Future Outlook

The document does not contain specific forward-looking statements regarding Cardlytics' future performance, but it does mention the conversion terms of the senior notes, which could impact the company's share structure in the future.

Industry Context

This filing reflects activity by a significant shareholder in Cardlytics. Monitoring such filings is important for understanding investor sentiment and potential shifts in ownership structure, which can influence stock performance.

Stakeholder Impact

• The pro rata distribution of shares may have a minor impact on the shareholder base of Cardlytics.
• The holdings of convertible notes by Sosin Master and CSWR could potentially lead to future dilution if the notes are converted into common stock.

Key Dates