Cardlytics, Inc. — Director's Dealing 2019

Jan 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2019-01-29

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
2019-01-29	Common Stock	J	750000	—	Disposed	1618141	Direct

Footnotes

F1: On January 29, 2019, Canaan VIII L.P. (the "Canaan Fund") distributed, for no consideration, 750,000 shares of Common Stock of the issuer (the "Shares") to its limited partners and to Canaan Partners VIII LLC ("Canaan VIII" and, together with the Canaan Fund, the "Canaan Entities"), the general partner of the Canaan Fund, representing each such partner's pro rata interest in the shares held by the Canaan Fund. On the same date, Canaan VIII distributed, for no consideration, the Shares it received from the distribution to its members in an amount equal to each such member's pro rata interest in the Shares. 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.

F2: Shares held directly by the Canaan Fund. 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, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. 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.