Cardlytics, Inc. — Director's Dealing 2019

Aug 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2019-08-26

Reporting Person: Youngren Bryce (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-26	Common Stock	S	9808	$33.6142	Disposed	1575634	Indirect
2019-08-26	Common Stock	S	57738	$34.3004	Disposed	1517896	Indirect
2019-08-27	Common Stock	S	30441	$35.5613	Disposed	1487455	Indirect
2019-08-27	Common Stock	S	32280	$36.0842	Disposed	1455175	Indirect
2019-08-26	Common Stock	S	187	$33.6387	Disposed	30709	Indirect
2019-08-26	Common Stock	S	1129	$34.3016	Disposed	29580	Indirect
2019-08-27	Common Stock	S	601	$35.5621	Disposed	28979	Indirect
2019-08-27	Common Stock	S	621	$36.0901	Disposed	28358	Indirect
2019-08-26	Common Stock	S	65	$33.5782	Disposed	10791	Indirect
2019-08-26	Common Stock	S	398	$34.3024	Disposed	10393	Indirect
2019-08-27	Common Stock	S	207	$35.5565	Disposed	10186	Indirect
2019-08-27	Common Stock	S	223	$36.0847	Disposed	9963	Indirect
2019-08-26	Common Stock	S	100	$33.641	Disposed	15773	Indirect
2019-08-26	Common Stock	S	575	$34.298	Disposed	15198	Indirect
2019-08-27	Common Stock	S	301	$35.5544	Disposed	14897	Indirect
2019-08-27	Common Stock	S	326	$36.0853	Disposed	14571	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8484	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.03 to $34.02, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

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. The Reporting Person, 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 the Reporting Person, 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 the Reporting Person 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.03 to $34.66, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.87 to $35.86, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.87 to $36.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.

F6: 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. The Reporting Person, 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 the Reporting Person, 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 the Reporting Person 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.

F7: 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. The Reporting Person, 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 the Reporting Person, 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 the Reporting Person 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.

F8: 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. The Reporting Person, 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 the Reporting Person, 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 the Reporting Person 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