- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2020-05-27 18:06:27
- Reporting Period:
- Accepted Time:
- 2020-05-27 18:06:27
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1666071||Cardlytics Inc.||CDLX||Services-Computer Programming, Data Processing, Etc. (7370)||263039436|
|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|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
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|
- 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 delivery of shares of common stock for PSUs that vested on May 25, 2020.
- 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.
- 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.