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: JOHNSON MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-09	Common Stock	M	13273	$0.0004	Acquired	19074	Direct
2018-08-09	Common Stock	X	66365	$0.0004	Acquired	357718	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-07	Warrant (Right to Buy)	$0.0004	A	13273	Acquired	2023-08-07	Common Stock (13273)	Direct
2018-08-07	Warrant (Right to Buy)	$0.0004	J	66365	Acquired	2023-08-07	Common Stock (66365)	Indirect
2018-08-09	Warrant (Right to Buy)	$0.0004	M	13273	Disposed	2023-08-07	Common Stock (13273)	Direct
2018-08-09	Warrant (Right to Buy)	$0.0004	X	66365	Disposed	2023-08-07	Common Stock (66365)	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 TTV Ivy Holdings, LLC ("TTV Ivy"). The Reporting Person is a member of the general partner of TTV Ivy and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.

F3: The warrants were acquired pursuant to an agreement between the Reporting Person and the Issuer, dated May 4, 2017. 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 relating to its initial public offering.