Cardlytics, Inc. — Director's Dealing 2019

Apr 10, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2019-03-09

Reporting Person: BALEN JOHN V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-09	Common Stock	M	8484	—	Acquired	11255	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-09	Restricted Stock Units	$	M	8484	Disposed		Common Stock (8484)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1133141	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.

F2: Includes 2,771 shares received by the Reporting Person pursuant to pro rata distributions, for no consideration, by Canaan VIII, LP (the "Canaan Fund") on September 17, 2018, January 29, 2019 and April 9, 2019. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

F3: The reportable securities are held directly by Canaan Fund. Canaan Partners VIII LLC ("Canaan VIII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. John Balen, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Mr. Balen disclaims beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan VIII.

F4: The RSUs vested in full on the one-year anniversary of the date of grant.