Schedule 13G

Filed by: AIMIA INC.
Total Shares: 1,098,410
Subject Company: Cardlytics Inc - View Complete Ownership History Backtest
Filed as of Date: 10/22/2019
Event Date: 10/16/2019
Overall % Ownership: 4.52

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Aimia Inc 0 1,098,410 0 1,098,410 1,098,410 4.52%
Aeroplan Holdings Europe Sàrl 0 1,098,410 0 1,098,410 1,098,410 4.52%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-19-271582.txt : 20191022
0001193125-19-271582.hdr.sgml : 20191022
20191022152438
ACCESSION NUMBER:		0001193125-19-271582
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20191022
DATE AS OF CHANGE:		20191022
GROUP MEMBERS:		AEROPLAN HOLDINGS EUROPE SARL

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Cardlytics, Inc.
		CENTRAL INDEX KEY:			0001666071
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
		IRS NUMBER:				263039436
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-90631
		FILM NUMBER:		191161668

	BUSINESS ADDRESS:	
		STREET 1:		675 PONCE DE LEON AVENUE, NE
		STREET 2:		SUITE 6000
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		888-798-5802

	MAIL ADDRESS:	
		STREET 1:		675 PONCE DE LEON AVENUE, NE
		STREET 2:		SUITE 6000
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Aimia Inc.
		CENTRAL INDEX KEY:			0001730719
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			Z4
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		525 VIGER AVENUE WEST, SUITE 1000
		CITY:			MONTREAL
		STATE:			A8
		ZIP:			H2Z 0B2
		BUSINESS PHONE:		(514) 451-4106

	MAIL ADDRESS:	
		STREET 1:		525 VIGER AVENUE WEST, SUITE 1000
		CITY:			MONTREAL
		STATE:			A8
		ZIP:			H2Z 0B2
SC 13G 1 d823323dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED

IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND

(d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

(AMENDMENT NO.     )*

 

 

Cardlytics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

14161W105

(CUSIP Number)

October 16, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1    

  NAMES OF REPORTING PERSONS

 

   Aimia Inc.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3    

  SEC USE ONLY

 

  4    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

   Canada

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0    

  6     

  SHARED VOTING POWER

 

  1,098,410 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0

  8     

  SHARED DISPOSITIVE POWER

 

  1,098,410 (1)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,098,410 (1)

10    

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

   4.52% (2)

12    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

   CO

 

(1)

The shares are legally and beneficially owned by Aeroplan Holdings Europe Sàrl (“AHES”). Through its parent/subsidiary relationship, Aimia Inc. may be deemed the beneficial owner of the same securities as its subsidiary AHES and may have direct or indirect voting and/or investment discretion over 1,098,410 shares. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. The filing of this statement should not be construed as an admission that Aimia Inc. is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares.

(2)

Based on 24,327,687 shares of common stock outstanding as of September 13, 2019 reported by the Issuer in its Prospectus Supplement, dated September 10, 2019, filed pursuant to the Registration Statement on Form S-3 (Registration No. 333-232861), filed with the Securities and Exchange Commission on September 10, 2019.


  1    

  NAMES OF REPORTING PERSONS

 

   Aeroplan Holdings Europe Sàrl.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3    

  SEC USE ONLY

 

  4    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

   Canada

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0    

  6     

  SHARED VOTING POWER

 

  1,098,410 (3)

  7     

  SOLE DISPOSITIVE POWER

 

  0

  8     

  SHARED DISPOSITIVE POWER

 

  1,098,410 (3)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,098,410 (3)

10    

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

   4.52% (4)

12    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

   CO

 

(3)

See Footnote 1 above.

(4)

See Footnote 2 above.


Item 1(a).

Name of Issuer:

Cardlytics, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

675 Ponce de Leon Avenue NE, Ste 6000, Atlanta GA 30308

 

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed on behalf of each of Aeroplan Holdings Europe Sàrl and its parent corporation, Aimia Inc. (together, the “Reporting Persons”).

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address for each of the Reporting Persons is:

c/o Aimia Inc.

525 Viger Avenue West, Suite 1000, Montreal, QC Canada H2Z 0B2

 

Item 2(c).

Citizenship:

Aeroplan Holdings Europe Sàrl is a company under the laws of Luxembourg.

Aimia Inc. is a corporation under the laws of Canada.

 

Item 2(d).

Title of Class of Securities:

Common stock, par value $0.0001 per share.

 

Item 2(e).

CUSIP Number:

14161W105

 

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): N/A

Not applicable.

 

Item 4.

Ownership.

Based on 24,327,687 shares of common stock outstanding as of September 13, 2019 reported by the Issuer in its Prospectus Supplement, dated September 10, 2019, filed pursuant to the Registration Statement on Form S-3 (Registration No. 333-232861), filed with the Securities and Exchange Commission on September 10, 2019.

 

(a)

Amount beneficially owned:

See Row 9 of cover page.

 

(b)

Percent of class:

See Row 11 of cover page.

 

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page.


(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page.

 

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page.

 

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

Not applicable

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Aimia Inc. is a Parent Holding Company and the indirect parent of the following subsidiary, which is the beneficial owner of the number and percentage of securities which are the subject of this filing as set forth next to its name:

Aeroplan Holdings Europe Sàrl – CO – 1,098,410 shares – 4.52%

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

The filing of this statement should not be construed as an admission that Aimia Inc. is, for purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of such shares.


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of Aimia Inc. and Aeroplan Holdings Europe Sàrl certify that the information set forth in this statement is true, complete and correct.

Dated: October 21, 2019

 

AIMIA INC.
By:  

/s/ Edouard Vo-Quang

  Name: Edouard Vo-Quang
  Title: General Counsel and Corporate Secretary

AEROPLAN HOLDINGS EUROPE SARL

By:

 

/s/ Steven Leonard

 

Name: Steven Leonard

 

Title: Manager A

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