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Filing Details

Accession Number:: 0001666071-19-000166
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-27 19:12:37
Reporting Period:: 2019-11-25

Accepted Time:: 2019-11-27 19:12:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1666071	Cardlytics Inc.	CDLX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1204015	Kirk Somers	C/O Cardlytics, Inc. 675 Ponce De Leon Avenue Ne, Suite 6000 Atlanta GA 30308	Chief Legal & Privacy Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2019-11-25	1,491	$9.08	43,829	No	4	M	Direct
Common Stock	Acquisiton	2019-11-25	31,785	$20.00	75,614	No	4	M	Direct
Common Stock	Disposition	2019-11-25	33,276	$56.38	42,338	No	4	S	Direct
Common Stock	Acquisiton	2019-11-25	15,625	$0.00	57,963	No	4	M	Direct
Common Stock	Acquisiton	2019-11-25	15,625	$0.00	73,588	No	4	M	Direct
Common Stock	Disposition	2019-11-26	10,100	$55.88	63,488	No	4	S	Direct
Common Stock	Disposition	2019-11-26	5,426	$56.22	58,062	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2019-11-25	1,491	$0.00	1,491	$9.08
Common Sock	Employee Stock Option (Right to Buy)	Disposition	2019-11-25	22,671	$0.00	22,671	$20.00
Common Sock	Employee Stock Option (Right to Buy)	Disposition	2019-11-25	9,114	$0.00	9,114	$20.00
Common Sock	Performance Stock Unit	Acquisiton	2019-11-25	31,250	$0.00	31,250	$0.00
Common Sock	Performance Stock Unit	Disposition	2019-11-25	15,625	$0.00	15,625	$0.00
Common Sock	Performance Stock Unit	Disposition	2019-11-25	15,625	$0.00	15,625	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
26,008	2024-08-01	No	4	M	Direct
14,664	2026-08-02	No	4	M	Direct
3,386	2026-12-06	No	4	M	Direct
62,500		No	4	A	Direct
46,875		No	4	M	Direct
31,250		No	4	M	Direct

Footnotes

Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
Shares sold to satisfy withholding tax obligations upon the vesting of the performance stock units.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.73 to $55.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.77, inclusive.
Fully vested.
This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on June 15, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.
This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on December 6, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.
On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 12 months after the Certification.
On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019, twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 12 months after the Certification.