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: JOHNSON MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Common Stock	C	127294	—	Acquired	232799	Indirect
2018-02-13	Common Stock	C	31218	—	Acquired	264017	Indirect
2018-02-13	Common Stock	C	12291	—	Acquired	276308	Indirect
2018-02-13	Common Stock	C	29005	—	Acquired	29005	Indirect
2018-02-13	Common Stock	C	5801	—	Acquired	5801	Direct
2018-02-13	Common Stock	C	15045	—	Acquired	291353	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Series B-R Redeemable Convertible Preferred Sto	$	C	127294	Disposed		Common Stock (127294)	Indirect
2018-02-13	Series C-R Redeemable Convertible Preferred Sto	$	C	31218	Disposed		Common Stock (31218)	Indirect
2018-02-13	Series D-R Redeemable Convertible Preferred Sto	$	C	12291	Disposed		Common Stock (12291)	Indirect
2018-02-13	Series G Redeemable Convertible Preferred Stock	$	C	29005	Disposed		Common Stock (29005)	Indirect
2018-02-13	Series G Redeemable Convertible Preferred Stock	$	C	5801	Disposed		Common Stock (5801)	Direct
2018-02-13	Series G' Redeemable Convertible Preferred Stock	$	C	15045	Disposed		Common Stock (15045)	Indirect

Footnotes

F1: Each share of Series B-R Redeemable Convertible Preferred Stock, Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and 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: The reportable securities are owned directly by TTP Fund II L.P. ("TTP Fund") The Reporting Person is a member of the general partner of TTP Fund and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.

F3: The reportable securities are owned directly by TTV Ivy Holdings, LLC ("TTV Ivy"). The Reporting Person is a member of the general partner of TTV Ivy and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.