Cardlytics, Inc. — Director's Dealing 2019

Aug 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2019-08-12

Reporting Person: Canaan VIII LP (Director)
Reporting Person: Canaan Partners VIII LLC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-12	Common Stock	S	84185	$31.7986	Disposed	103498	Direct
2019-08-12	Common Stock	S	2600	$33.105	Disposed	100898	Direct
2019-08-12	Common Stock	S	100898	$31.9986	Disposed	0	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 $31.75 - $32.185, inclusive. The reporting persons undertake 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 range set forth in this footnote.

F2: The shares are held directly by Canaan VIII L.P. (the "Canaan Fund"). Canaan Partners VIII LLC ("Canaan VIII") is the sole general partner of the Canaan Fund, and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. John Balen is a manager and member of Canaan VIII. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. Canaan VIII disclaims Section 16 beneficial ownership of the shares held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 - $33.21, inclusive. The reporting persons undertake 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 range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.75 - $32.50, inclusive. The reporting persons undertake 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 range set forth in this footnote.