Cardlytics, Inc. — Director's Dealing 2019

Nov 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2019-11-25

Reporting Person: Laube Lynne Marie (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-25	Common Stock	M	28125	—	Acquired	345080	Direct
2019-11-25	Common Stock	M	28125	—	Acquired	373205	Direct
2019-11-26	Common Stock	S	17300	$55.89	Disposed	355905	Direct
2019-11-26	Common Stock	S	8898	$56.26	Disposed	347007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-25	Performance Stock Unit	$	A	56250	Acquired		Common Stock (56250.0)	Direct
2019-11-25	Performance Stock Unit	$	M	28125	Disposed		Common Stock (28125.0)	Direct
2019-11-25	Performance Stock Unit	$	M	28125	Disposed		Common Stock (28125.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19295	Indirect
Common Stock	19295	Indirect

Footnotes

F1: Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F2: Shares sold to satisfy withholding tax obligations upon the vesting of the performance stock units.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.72 to $55.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

F4: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.87, inclusive.

F5: The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright.

F6: The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright.

F7: On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 12 months after the Certification.

F8: On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019, twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 12 months after the Certification.