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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	542810	Direct
Common Stock	194112	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series G? Redeemable Convertible Preferred Stock	$		Common Stock (25969)		Direct
Restricted Stock Unit	$		Series G? Redeemable Convertible Preferred Stock (1183)		Direct
Restricted Stock Unit	$		Series G? Redeemable Convertible Preferred Stock (2191)		Direct
Restricted Stock Unit	$		Series G? Redeemable Convertible Preferred Stock (1279)		Direct
Employee Stock Option (Right to Buy)	$9.15	2018-07-18	Common Stock (62499)		Direct
Employee Stock Option (Right to Buy)	$20.00	2026-08-02	Common Stock (49291)		Direct
Employee Stock Option (Right to Buy)	$30.44	2027-07-07	Common Stock (56250)		Direct

Footnotes

F1: The reportable securities are held by the 2013 Scott Grimes GRAT UAD (the "GRAT"). The Reporting Person is the trustee of the GRAT.

F2: Each share of 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.

F3: The restricted stock units (the "RSUs") will vest and settle upon the completion of the Issuer's initial public offering.

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

F5: Fully vested.

F6: This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on June 15, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.

F7: This option becomes exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on April 1, 2018 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.