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Filing Details

Accession Number:: 0001666071-19-000167
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-27 19:12:59
Reporting Period:: 2019-11-25

Accepted Time:: 2019-11-27 19:12:59
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	Chief Executive Officer	Yes	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	Disposition	2019-11-25	4,834	$55.08	369,606	No	4	S	Direct
Common Stock	Disposition	2019-11-25	800	$56.16	368,806	No	4	S	Direct
Common Stock	Disposition	2019-11-25	4,366	$57.31	364,440	No	4	S	Direct
Common Stock	Acquisiton	2019-11-25	39,375	$0.00	403,815	No	4	M	Direct
Common Stock	Acquisiton	2019-11-25	39,375	$0.00	443,190	No	4	M	Direct
Common Stock	Disposition	2019-11-26	36,440	$56.38	406,750	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	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	2019-11-25	78,750	$0.00	78,750	$0.00
Common Stock	Performance Stock Unit	Disposition	2019-11-25	39,375	$0.00	39,375	$0.00
Common Stock	Performance Stock Unit	Disposition	2019-11-25	39,375	$0.00	39,375	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
157,500	No	4	A	Direct
118,125	No	4	M	Direct
78,750	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	800	Indirect	By immediate family member
Common Stock	144,112	Indirect	See Footnote

Footnotes

These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 5, 2018, as amended May 14, 2019.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $54.765 to $55.75, 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), (3), (4) and (7) to this Form 4.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.78 to $56.77, inclusive.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.91 to $57.81, inclusive.
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 $56.00 to $56.83, inclusive.
The reportable securities are held by the 2013 Scott Grimes GRAT UAD.
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.