Cardlytics, Inc. — Director's Dealing 2018

Feb 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2018-02-13

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
2018-02-13	Common Stock	C	3245364	$0.00	Acquired	3245364	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Series A-R Redeemable Convertible Preferred Stock	$0.00	C	950000	Disposed		Common Stock (950000)	Direct
2018-02-13	Series B-R Redeemable Convertible Preferred Stock	$0.00	C	1145953	Disposed		Common Stock (1145953)	Direct
2018-02-13	Series C-R Redeemable Convertible Preferred Stock	$0.00	C	514023	Disposed		Common Stock (514023)	Direct
2018-02-13	Series D-R Redeemable Convertible Preferred Stock	$0.00	C	202377	Disposed		Common Stock (202377)	Direct
2018-02-13	Series E-R Redeemable Convertible Preferred Stock	$0.00	C	119254	Disposed		Common Stock (119254)	Direct
2018-02-13	Series G Redeemable Convertible Preferred Stock	$0.00	C	53660	Disposed		Common Stock (53660)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$0.00	C	260097	Disposed		Common Stock (260097)	Direct

Footnotes

F1: Each share of the Issuer's Series A-R Redeemable Convertible Preferred Stock, Series B-R Redeemable Convertible Preferred Stock, Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series E-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and Series G' Redeemable Convertible Preferred Stock, which had no expiration date, automatically converted on a one-for-one basis at the closing of the Issuer's initial public offering on February 13, 2018, for no additional consideration.

F2: Shares 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.