Cardlytics, Inc. — Director's Dealing 2018

Feb 9, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2018-02-08

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

Holdings (Derivative)

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

Footnotes

F1: Each share of 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 is convertible into the Issuer's Common Stock on a one-for-one basis, has no
expiration date and will convert upon the closing of the Issuer's initial public offering.

F2: The reportable securities are owned directly by Canaan VIII L.P. ("Canaan LP"). Canaan Partners VIII LLC ("Canaan LLC") is the general partner of Canaan LP. Brenton K. Ahrens, John V. Balen, Stephen M. Bloch, Wende S. Hutton, Maha S. Ibrahim, Deepak Kamra, Guy M. Russo and Eric A. Young are the managing members of Canaan LLC (collectively, the "Managing Members"). Each of Canaan LLC and Managing Members and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan LP. Mr. Balen, a managing member of Canaan LLC serves as representative of Canaan LP and Canaan LLC on the Issuer's Board of Directors. Each of Canaan LLC and Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its or their pecuniary interest therein if any.