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Filing Details

Accession Number:: 0001666071-21-000200
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-06 18:15:17
Reporting Period:: 2021-10-04

Accepted Time:: 2021-10-06 18:15:17
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
1617486	D. Scott Grimes	C/O Cardlytics, Inc. 675 Ponce De Leon Avenue Ne, Suite 6000 Atlanta GA 30308		Yes	No	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	Explanation
Common Stock	Disposition	2021-10-04	804	$78.98	64,308	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2021-10-04	501	$80.00	63,807	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2021-10-04	138	$81.12	63,669	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2021-10-04	557	$82.04	63,112	No	4	S	Indirect	See Footnote
Common Stock	Acquisiton	2021-10-06	39,375	$0.00	265,049	No	4	M	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	M	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Stock Unit	Acquisiton	2021-10-06	78,750	$0.00	78,750	$0.00
Common Stock	Performance Stock Unit	Disposition	2021-10-06	39,375	$0.00	39,375	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
78,750			No	4	A	Direct
39,375			No	4	M	Direct

Footnotes

These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the 2013 Scott Grimes GRAT UAD (the "GRAT") on November 15, 2019, as amended March 12, 2020.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $78.58 to $79.57, 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 (2), (4), (5) and (6) to this Form 4.
The reportable securities are held by the GRAT.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $79.58 to $80.52, inclusive.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $80.61 to $81.52, inclusive.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $81.65 to $82.53, inclusive.
Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
On October 6, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum number of advertisers with a specified billings threshold over a trailing 12-month period was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the advertiser count target ("advertiser tranche"). Fifty percent (50%) of the shares subject to the advertiser tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the advertiser tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the advertiser tranche of the awarded PSU will vest 12 months after the Certification, subject to continued service to the Issuer.