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Cardlytics, Inc. — Director's Dealing 2018
Feb 9, 2018
33956_dirs_2018-02-08_95566494-5997-42e7-9e34-17d6f946b11d.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2018-02-08
Reporting Person: Polaris Venture Management Co. V, L.L.C. (10% Owner)
Reporting Person: Polaris Venture Partners Entrepreneurs' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners Founders' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners Special Founders' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners V, L.P. (10% Owner)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A-R Redeemable Convertible Preferred Stock | $ | Common Stock (771947) | Indirect | ||
| Series A-R Redeemable Convertible Preferred Stock | $ | Common Stock (15045) | Indirect | ||
| Series A-R Redeemable Convertible Preferred Stock | $ | Common Stock (5287) | Indirect | ||
| Series A-R Redeemable Convertible Preferred Stock | $ | Common Stock (7719) | Indirect | ||
| Series B-R Redeemable Convertible Preferred Stock | $ | Common Stock (931174) | Indirect | ||
| Series B-R Redeemable Convertible Preferred Stock | $ | Common Stock (18148) | Indirect | ||
| Series B-R Redeemable Convertible Preferred Stock | $ | Common Stock (6378) | Indirect | ||
| Series B-R Redeemable Convertible Preferred Stock | $ | Common Stock (9311) | Indirect | ||
| Series C-R Redeemable Convertible Preferred Stock | $ | Common Stock (417683) | Indirect | ||
| Series C-R Redeemable Convertible Preferred Stock | $ | Common Stock (8140) | Indirect | ||
| Series C-R Redeemable Convertible Preferred Stock | $ | Common Stock (2861) | Indirect | ||
| Series C-R Redeemable Convertible Preferred Stock | $ | Common Stock (4176) | Indirect | ||
| Series D-R Redeemable Convertible Preferred Stock | $ | Common Stock (164446) | Indirect | ||
| Series D-R Redeemable Convertible Preferred Stock | $ | Common Stock (3205) | Indirect | ||
| Series D-R Redeemable Convertible Preferred Stock | $ | Common Stock (1126) | Indirect | ||
| Series D-R Redeemable Convertible Preferred Stock | $ | Common Stock (1644) | Indirect | ||
| Series E-R Redeemable Convertible Preferred Stock | $ | Common Stock (25571) | Indirect | ||
| Series E-R Redeemable Convertible Preferred Stock | $ | Common Stock (498) | Indirect | ||
| Series E-R Redeemable Convertible Preferred Stock | $ | Common Stock (175) | Indirect | ||
| Series E-R Redeemable Convertible Preferred Stock | $ | Common Stock (255) | Indirect | ||
| Series G Redeemable Convertible Preferred Stock | $ | Common Stock (27988) | Indirect | ||
| Series G Redeemable Convertible Preferred Stock | $ | Common Stock (545) | Indirect | ||
| Series G Redeemable Convertible Preferred Stock | $ | Common Stock (191) | Indirect | ||
| Series G Redeemable Convertible Preferred Stock | $ | Common Stock (280) | Indirect | ||
| Series G? Redeemable Convertible Preferred Stock | $ | Common Stock (205020) | Indirect | ||
| Series G? Redeemable Convertible Preferred Stock | $ | Common Stock (3995) | Indirect | ||
| Series G? Redeemable Convertible Preferred Stock | $ | Common Stock (1404) | Indirect | ||
| Series G? Redeemable Convertible Preferred Stock | $ | Common Stock (2050) | Indirect |
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 and has no expiration date. All shares of the Issuer's Redeemable Convertible Preferred Stock will be converted into the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration.
F2: The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVP V. Bryce Youngren ("Youngren"), a member of the Issuer's Board of Directors, is a member of PVM V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Each of Flint, McGuire and Youngren, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint, McGuire and Youngren 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 their respective pecuniary interests therein.
F3: The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). PVM V is the general partner of PVPE V. Youngren, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and Youngren, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPE V. Each of PVM V, Flint, McGuire and Youngren 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 their respective pecuniary interests therein.
F4: The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. Youngren, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and Youngren, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. Each of PVM V, Flint, McGuire and Youngren 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 their respective pecuniary interests therein.
F5: The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. Youngren, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and Youngren, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. Each of PVM V, Flint, McGuire and Youngren 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 their respective pecuniary interests therein.