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: Grimes Scott D. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Common Stock	C	30622	—	Acquired	573432	Direct
2018-02-13	Common Stock	P	1800	$13.00	Acquired	575232	Direct
2018-02-13	Common Stock	P	800	$13.00	Acquired	800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Restricted Stock Unit	$	M	1183	Disposed		Series G' Redeemable Convertible Preferred Stock (1183)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	M	1183	Acquired		Common Stock (1183)	Direct
2018-02-13	Restricted Stock Unit	$	M	2191	Disposed		Series G' Redeemable Convertible Preferred Stock (2191)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	M	2191	Acquired		Common Stock (2191)	Direct
2018-02-13	Restricted Stock Unit	$	M	1279	Disposed		Series G' Redeemable Convertible Preferred Stock (1279)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	M	1279	Acquired		Common Stock (1279)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	C	30622	Disposed		Common Stock (30622)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	194112	Indirect

Footnotes

F1: Each share of Series G' Redeemable Convertible Preferred Stock converted into the Issuer's Common Stock on a one-for-one basis upon the Issuer's initial public offering and has no expiration date.

F2: Represents shares purchased through the Issuer's directed share program in connection with its initial public offering.

F3: The reportable securities are held by the 2013 Scott Grimes GRAT UAD (the "GRAT"). The Reporting Person is the trustee of the GRAT.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Series G' Redeemable Convertible Preferred Stock.

F5: The RSUs vested upon the completion of the Issuer's initial public offering.