Cardlytics, Inc. — Director's Dealing 2019

Jun 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2019-06-04

Reporting Person: Youngren Bryce (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-04	Common Stock	S	35103	$23.2817	Disposed	2331531	Indirect
2019-06-05	Common Stock	S	3939	$23.6252	Disposed	2327592	Indirect
2019-06-05	Common Stock	S	32294	$24.993	Disposed	2295298	Indirect
2019-06-05	Common Stock	S	1036	$25.3025	Disposed	2294262	Indirect
2019-06-06	Common Stock	S	294	$25.00	Disposed	2293968	Indirect
2019-06-04	Common Stock	S	684	$23.2817	Disposed	45437	Indirect
2019-06-05	Common Stock	S	80	$23.6333	Disposed	45357	Indirect
2019-06-05	Common Stock	S	604	$24.9882	Disposed	44753	Indirect
2019-06-05	Common Stock	S	42	$25.3017	Disposed	44711	Indirect
2019-06-06	Common Stock	S	6	$25.00	Disposed	44705	Indirect
2019-06-04	Common Stock	S	240	$23.2817	Disposed	15967	Indirect
2019-06-05	Common Stock	S	30	$23.64	Disposed	15937	Indirect
2019-06-05	Common Stock	S	211	$25.0013	Disposed	15726	Indirect
2019-06-05	Common Stock	S	14	$25.2907	Disposed	15712	Indirect
2019-06-06	Common Stock	S	2	$25.00	Disposed	15710	Indirect
2019-06-04	Common Stock	S	351	$23.2817	Disposed	23313	Indirect
2019-06-05	Common Stock	S	37	$23.643	Disposed	23276	Indirect
2019-06-05	Common Stock	S	307	$24.9932	Disposed	22969	Indirect
2019-06-05	Common Stock	S	7	$25.3029	Disposed	22962	Indirect
2019-06-06	Common Stock	S	3	$25.00	Disposed	22959	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 $23.25 to $23.44, 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 $23.25 to $24.19, 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 $24.25 to $25.23, 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 $25.26 to $25.36, 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.