Filing Details

Accession Number:
0001666071-20-000153
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-05-27 18:06:27
Reporting Period:
2020-05-25
Accepted Time:
2020-05-27 18:06:27
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
1805400 Andrew Christiansen C/o Cardlytics, Inc.
675 Ponce De Leon Avenue Ne, Suite 6000
Atlanta GA 30308
Chief Financial Officer No 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 2020-05-25 1,875 $0.00 11,607 No 4 M Direct
Common Stock Disposition 2020-05-27 894 $67.05 10,713 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Performance Stock Unit Disposition 2020-05-25 1,875 $0.00 1,875 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,750 No 4 M Direct
Footnotes
  1. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
  2. Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for PSUs that vested on May 25, 2020.
  3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $66.665 to $67.05, 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 footnote (3) to this Form 4.
  4. 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 and were delivered on November 25, 2019. Twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested on May 25, 2020, 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.