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Filing Details

Accession Number:: 0001666071-21-000241
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-12-13 16:19:15
Reporting Period:: 2021-12-09

Accepted Time:: 2021-12-13 16:19:15
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	2021-12-09	15,625	$0.00	45,531	No	4	M	Direct
Common Stock	Disposition	2021-12-10	2,166	$67.64	43,365	No	4	S	Direct
Common Stock	Disposition	2021-12-10	3,600	$68.67	39,765	No	4	S	Direct
Common Stock	Disposition	2021-12-10	1,475	$69.65	38,290	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	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	Performance Stock Unit	Acquisiton	2021-12-09	31,250	$0.00	31,250	$0.00
Common Stock	Performance Stock Unit	Disposition	2021-12-09	15,625	$0.00	15,625	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
31,250			No	4	A	Direct
15,625			No	4	M	Direct

Footnotes

Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
Includes 67 shares of Common Stock acquired under the Issuer's Employee Stock Purchase Plan.
Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for performance stock units that vested on December 9, 2021.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $67.20 to $68.13, 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 (4), (5) and (6) to this Form 4.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $68.25 to $69.23, inclusive.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $69.28 to $70.17, inclusive.
On December 9, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum growth rate in adjusted contribution was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted contribution growth target ("adjusted contribution growth tranche"). Fifty percent (50%) of the shares subject to the adjusted contribution growth tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the adjusted contribution growth tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the adjusted contribution growth tranche of the awarded PSU will vest 12 months after the Certification, subject to continued service to the Issuer.