Clifford Sosin - 30 Jun 2025 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role
10%+ Owner
Signature
/s/ Clifford Sosin
Issuer symbol
CDLX
Transactions as of
30 Jun 2025
Net transactions value
$0
Form type
4
Filing time
02 Jul 2025, 18:02:38 UTC
Previous filing
03 Jan 2025
Next filing
19 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SOSIN CLIFFORD 10%+ Owner C/O CAS INVESTMENT PARTNERS, LLC, 8 WRIGHT STREET, SUITE 107, WESTPORT /s/ Clifford Sosin 02 Jul 2025 0001697919

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDLX Common Stock Other -15,855 -0.28% 5,599,023 30 Jun 2025 See Footnote F1, F2

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 Other -57,000 -0.27% 21,243,000 30 Jun 2025 Common Stock 3,163 See Footnote F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 3,409,540 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 Represents a pro rata distribution of 15,855 shares of Common Stock by Sosin Master to its partners for no consideration.
F3 Sosin Master directly holds $13,741,366 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, the Notes have 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.
F5 Represents a pro rata distribution of $57,000 principal amount of the Notes by Sosin Master to its partners for no consideration.