Form 4: Clifford Sosin Reports Share Distribution and Convertible Note Holdings in Cardlytics, Inc.

Clifford Sosin, a director of Cardlytics, Inc., reported a pro rata distribution of 754,032 common shares and holdings of convertible senior notes through related investment partnerships.

Summary

• Clifford Sosin, a director of Cardlytics, Inc., filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
• The filing indicates a pro rata distribution of 754,032 shares of common stock by Sosin Master, L.P. to its partners.
• Sosin Master, L.P. directly owns 3,425,395 shares of Cardlytics common stock, and CSWR Partners, L.P. owns 2,189,483 shares.
• Clifford Sosin, as the Managing Member of CAS Investment Partners, LLC, is deemed to beneficially own the shares held by both Sosin Master and CSWR.
• Sosin Master holds $13,798,366 principal amount of Cardlytics' 4.25% Convertible Senior Notes due 2029, while CSWR holds $7,501,634 of the same notes.
• The convertible notes have an initial conversion rate of 55.4939 shares of common stock per $1,000 principal amount, subject to adjustments.
• The issuer has the option to settle conversions in cash, shares, or a combination, so the reporting person is not deemed the beneficial owner of the underlying shares for Section 13(d) purposes.

Sentiment

Score: 5

Explanation: The document is a neutral regulatory filing, reporting changes in ownership without any positive or negative implications.

Future Outlook

The document does not contain any forward-looking statements or guidance.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by a company director and major shareholder, which is common in the financial industry.

Comparison to Industry Standards

• Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, aligning with SEC regulations.
• The reported holdings of convertible notes and common stock are typical for investment firms and major shareholders.
• The structure of the investment through LPs and the management company is a common practice in the investment industry.

Stakeholder Impact

• The pro rata distribution of shares may have a minor impact on the ownership structure of the company.
• The holdings of convertible notes by Sosin Master and CSWR represent a potential future dilution of shares if the notes are converted.

Key Dates

Keywords

Cardlytics, Clifford Sosin, Form 4, Beneficial Ownership, Convertible Notes, Share Distribution, Sosin Master, CSWR Partners, CAS Investment Partners