Cardlytics, Inc. — Director's Dealing 2018

Aug 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2018-08-07

Reporting Person: Polaris Venture Management Co. V, L.L.C. (Director, 10% Owner)
Reporting Person: Polaris Venture Partners V, L.P. (Director, 10% Owner)
Reporting Person: Polaris Venture Partners Entrepreneurs' Fund V, L.P. (Director, 10% Owner)
Reporting Person: Polaris Venture Partners Founders' Fund V, L.P. (Director, 10% Owner)
Reporting Person: Polaris Venture Partners Special Founders' Fund V, L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-09	Common Stock	M	64038	$0.0004	Acquired	2607867	Indirect
2018-08-09	Common Stock	M	1247	$0.0004	Acquired	50823	Indirect
2018-08-09	Common Stock	M	438	$0.0004	Acquired	17860	Indirect
2018-08-09	Common Stock	M	641	$0.0004	Acquired	26076	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-07	Warrant (Right to Buy)	$0.0004	A	64038	Acquired	2023-08-07	Common Stock (64038)	Indirect
2018-08-07	Warrant (Right to Buy)	$0.0004	A	1247	Acquired	2023-08-07	Common Stock (1247)	Indirect
2018-08-07	Warrant (Right to Buy)	$0.0004	A	438	Acquired	2023-08-07	Common Stock (438)	Indirect
2018-08-07	Warrant (Right to Buy)	$0.0004	A	641	Acquired	2023-08-07	Common Stock (641)	Indirect
2018-08-09	Warrant (Right to Buy)	$0.0004	M	64038	Disposed	2023-08-07	Common Stock (64038)	Indirect
2018-08-09	Warrant (Right to Buy)	$0.0004	M	1247	Disposed	2023-08-07	Common Stock (1247)	Indirect
2018-08-09	Warrant (Right to Buy)	$0.0004	M	438	Disposed	2023-08-07	Common Stock (438)	Indirect
2018-08-09	Warrant (Right to Buy)	$0.0004	M	641	Disposed	2023-08-07	Common Stock (641)	Indirect

Footnotes

F1: The shares acquired upon exercise of the warrant were acquired through a net exercise procedure in accordance with the terms of the warrant and did not involve any sale of shares.

F2: The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVP V. Bryce Youngren ("Youngren"), 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 Youngren, 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 Youngren 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.

F3: The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). PVM V is the general partner of PVPE V. Youngren, 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 Youngren, 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 Youngren 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.

F4: The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. Youngren, 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 Youngren, 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 Youngren 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.

F5: The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. Youngren, 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 Youngren, 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 Youngren 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.

F6: The warrants were acquired pursuant to an agreement between the Reporting Person and the Issuer, dated May 4, 2017. The acquisition was approved by the Issuer's Board of Directors on May 4, 2017 and constitutes an exempt acquisition under Rule 16b-3(d)(1) of the Securities Exchange Act of 1934, as amended. The number of shares to be acquired (if any) upon exercise of the warrants could only be determined 180 days following the date of the Issuer's final prospectus, dated February 8, 2018, relating to its initial public offering.