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: Canaan VIII LP (Director, 10% Owner)
Reporting Person: Canaan Partners VIII LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-09	Common Stock	M	122777	$0.0004	Acquired	3368141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-07	Warrant (Right to Buy)	$0.0004	A	122777	Acquired	2023-08-07	Common Stock (122777)	Direct
2018-08-09	Warrant (Right to Buy)	$0.0004	M	122777	Disposed	2023-08-07	Common Stock (122777)	Direct

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 held directly by Canaan VIII L.P. (the "Canaan Fund"). Canaan Partners VIII LLC ("Canaan VIII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. John Balen, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. Canaan VIII disclaims Section 16 beneficial ownership of the shares held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein.

F3: 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.