Clifford Sosin - 09 May 2024 Form 4/A Insider Report for Cardlytics, Inc. (CDLX)

Role
10%+ Owner
Signature
/s/ Clifford Sosin
Issuer symbol
CDLX
Transactions as of
09 May 2024
Net transactions value
+$2,875,889
Form type
4/A
Filing time
14 May 2024, 12:53:29 UTC
Date Of Original Report
13 May 2024
Previous filing
03 Apr 2024
Next filing
02 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDLX Common Stock Purchase $1,963,688 +225,000 +3.7% $8.73 6,361,113 09 May 2024 See Footnote F1, F2, F3
transaction CDLX Common Stock Purchase $878,540 +100,000 +1.6% $8.79 6,461,113 10 May 2024 See Footnote F1, F2, F3
transaction CDLX Common Stock Purchase $33,662 +3,746 +0.06% $8.99 6,464,859 13 May 2024 See Footnote F1, F2, F3

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
transaction CDLX 4.25% Convertible Senior Notes due 2029 Purchase +4,000,000 +20% 24,000,000 09 May 2024 Common Stock 72,080 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 4,275,376 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.
F2 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, 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.
F3 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.

Remarks:

This Form 4/A amends and restates the original Form 4 filed by the Reporting Person on May 13, 2024. The Reporting Person has agreed to voluntarily disgorge to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein.