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Filing Details

Accession Number:: 0000899243-20-002043
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-01-27 16:38:42
Reporting Period:: 2020-01-23

Accepted Time:: 2020-01-27 16:38:42
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
1489625	Bryce Youngren	C/O Polaris Partners One Marina Park Drive, 10Th Fl. Boston MA 02210		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-01-23	5,562	$86.32	96,627	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	10,832	$87.15	85,795	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	7,390	$86.72	78,405	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	15,072	$87.99	63,333	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	386	$88.32	62,947	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	109	$86.32	1,885	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	211	$87.15	1,674	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	144	$86.72	1,530	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	294	$87.99	1,236	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	8	$88.32	1,228	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	38	$86.32	660	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	74	$87.15	586	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	51	$86.72	535	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	103	$87.99	432	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	2	$88.32	430	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	55	$86.32	969	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-23	109	$87.15	860	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	74	$86.72	786	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	151	$87.99	635	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2020-01-24	4	$88.32	631	No	4	S	Indirect	See Footnote

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	S	Indirect	See Footnote
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	S	Indirect	See Footnote
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	S	Indirect	See Footnote
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	S	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	9,010	Direct

Footnotes

The sale of these shares were effected pursuant to Rule 10b5-1 trading plans adopted by each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") on December 16, 2019.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.72 to $86.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
The reportable securities are owned directly by PVP V. Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVP V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.72 to $87.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.28 to $87.26, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.29 to $88.275, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.29 to $88.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7) to this Form 4.
The reportable securities are owned directly by PVPE V. PVM V is the general partner of PVPE V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPE V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
The reportable securities are owned directly by PVPFF V. PVM V is the general partner of PVPFF V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
The reportable securities are owned directly by PVPSFF V. PVM V is the general partner of PVPSFF V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.