Filing Details

Accession Number:
0001666071-25-000025
Form Type:
4
Zero Holdings:
No
Publication Time:
2025-02-19 18:28:28
Reporting Period:
2025-02-16
Filing Date:
2025-02-19
Accepted Time:
2025-02-19 18:28:28
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1666071 Cardlytics Inc. CDLX Services-Computer Programming, Data Processing, Etc. (7370) 263039436
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1961238 Amit Gupta 675 Ponce De Leon Avenue Ne
Suite 4100
Atlanta GA 30308
Chief Executive Officer Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2025-02-16 125,000 $0.00 340,494 No 4 M Direct
Common Stock Acquisiton 2025-02-16 125,000 $0.00 465,494 No 4 M Direct
Common Stock Disposition 2025-02-18 46,857 $3.40 418,637 No 4 S Direct
Common Stock Disposition 2025-02-19 54,565 $3.18 364,072 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Direct
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Restricted Stock Units Disposition 2025-02-16 125,000 $0.00 125,000 $0.00
Common Stock Restricted Stock Units Disposition 2025-02-16 125,000 $0.00 125,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
375,000 No 4 M Direct
375,000 No 4 M Direct
Footnotes
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
  2. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on February 16, 2025. The Reporting Person did not sell shares for any other purpose.
  3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.285 to $3.515, 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 range set forth in footnotes (3) and (4) in this Form 4.
  4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.12 to $3.31, inclusive.
  5. The RSU award is for 500,000 shares that were granted on August 21, 2024. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
  6. The RSU award is for 500,000 shares that were granted on January 29, 2025. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.