Clifford Sosin - Apr 1, 2024 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role: 10%+ Owner
Signature: /s/ Clifford Sosin
Stock symbol: CDLX
Transactions as of: Apr 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/3/2024, 04:30 PM
Previous filing: Mar 29, 2024
Next filing: May 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDLX	Common Stock	Other		-238K	-3.73%		6.14M	Apr 1, 2024	See Footnote	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CDLX	4.25% Convertible Senior Notes due 2029						20M	Apr 1, 2024	Common Stock	360K		See Footnote	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	4,054,593 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 2,081,520 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.
F2	On April 1, 2024, Sosin Master engaged in a pro rata distribution of 237,563 shares of Common Stock to its partners for no consideration (the "Sosin Master Distribution"). Represents the distribution of 237,563 shares of Common Stock held by Sosin Master pursuant to the Sosin Master Distribution.
F3	Sosin Master directly holds $13,786,000 principal amount of the Issuer's 4.25% Convertible Senior Notes due April 1, 2029 (the "Notes") and CSWR directly holds $6,214,000 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.
F4	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.