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Filing Details

Accession Number:: 0001666071-20-000295
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-30 17:09:40
Reporting Period:: 2020-11-25

Accepted Time:: 2020-11-30 17:09:40
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		Yes	No	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	Acquisiton	2020-11-25	19,687	$0.00	255,883	No	4	M	Direct
Common Stock	Disposition	2020-11-27	2,232	$119.19	253,651	No	4	S	Direct
Common Stock	Disposition	2020-11-27	6,701	$119.87	246,950	No	4	S	Direct
Common Stock	Disposition	2020-11-27	200	$120.69	246,750	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	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	Disposition	2020-11-25	19,687	$0.00	19,687	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	105,112	Indirect	See Footnote

Footnotes

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 November 25, 2020.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $118.45 to $119.44, 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 (3), (4) and (5) to this Form 4.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $119.47 to $120.45, inclusive.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $120.68 to $120.69, 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 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. The final twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested on November 25, 2020, 12 months after the Certification.