Cardlytics, Inc. — Director's Dealing 2018

Dec 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2018-12-10

Reporting Person: Evans David Thomas (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-10	Common Stock	M	75000	—	Acquired	80204	Direct
2018-12-10	Common Stock	S	13100	$13.69	Disposed	67104	Direct
2018-12-11	Common Stock	S	14047	$13.33	Disposed	53057	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-10	Performance Stock Unit	$	M	75000	Disposed		Common Stock (75000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of share of the Issuer's Common Stock.

F2: Includes 1,043 shares of the Common Stock acquired under the Issuer's Employee Stock Purchase Plan.

F3: Shares sold to satisfy withholding tax obligations upon the vesting of restricted stock grants.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.30 - $14.08, 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 (4) and (5) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.17 - $13.63, inclusive.

F6: The performance stock units ("PSUs") vested upon the Compensation Committee of the Issuer's Board of Directors certifying that at least 85,000,000 customers or accounts of the Issuer's financial institution ("FI") partners had logged in and visited the online or mobile banking applications of the Issuer's FI partners featuring the Issuer's Cardlytics Direct product, or opened an email from the Issuer's FI partners featuring the Issuer's Cardlytics Direct product, during a monthly period ("MAUs").