Sec Form 4 Filing - SOSIN CLIFFORD @ Cardlytics, Inc. - 2024-04-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SOSIN CLIFFORD 2. Issuer Name and Ticker or Trading Symbol Cardlytics, Inc. [ CDLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CAS INVESTMENT PARTNERS, LLC, 575 LEXINGTON AVENUE, SUITE 12-101 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2024 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/01/2024 J( 2 ) 237,563 D 6,136,113 I See Footnote ( 1 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 4.25% Convertible Senior Notes due 2029 ( 3 ) ( 4 ) ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 360,400 ( 3 ) ( 4 ) 20,000,000 ( 3 ) ( 4 ) I See Footnote ( 1 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOSIN CLIFFORD C/O CAS INVESTMENT PARTNERS, LLC 575 LEXINGTON AVENUE, SUITE 12-101 NEW YORK, NY10022 X Signatures /s/ Clifford Sosin 04/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.