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: Evans David Thomas (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Common Stock	C	3859	—	Acquired	3859	Direct
2018-02-13	Common Stock	P	1500	$13.00	Acquired	5359	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Restricted Stock Unit	$	M	621	Disposed		Series G' Redeemable Convertible Preferred Stock (621)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	M	621	Acquired		Common Stock (621)	Direct
2018-02-13	Restricted Stock Unit	$	M	2045	Disposed		Series G' Redeemable Convertible Preferred Stock (2045)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	M	2045	Acquired		Common Stock (2045)	Direct
2018-02-13	Restricted Stock Unit	$	M	1193	Disposed		Series G' Redeemable Convertible Preferred Stock (1193)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	M	1193	Acquired		Common Stock (1193)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	C	3859	Disposed		Common Stock (3859)	Direct

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

F4: The RSUs vested upon the completion of the Issuer's initial public offering.