4//SEC Filing
SOSIN CLIFFORD 4
Accession 0000921895-25-001943
CIK 0001666071other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 6:02 PM ET
Size
9.5 KB
Accession
0000921895-25-001943
Insider Transaction Report
Form 4
Cardlytics, Inc.CDLX
SOSIN CLIFFORD
10% Owner
Transactions
- Other
Common Stock
2025-06-30−15,855→ 5,599,023 total(indirect: See Footnote) - Other
4.25% Convertible Senior Notes due 2029
2025-06-30−57,000→ 21,243,000 total(indirect: See Footnote)→ Common Stock (3,163 underlying)
Footnotes (5)
- [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.
Documents
Issuer
Cardlytics, Inc.
CIK 0001666071
Entity typeother
Related Parties
1- filerCIK 0001697919
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 6:02 PM ET
- Size
- 9.5 KB