Cardlytics, Inc. — Director's Dealing 2020

Nov 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-11-25

Reporting Person: Laube Lynne Marie (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-25	Common Stock	M	14062	—	Acquired	313396	Direct
2020-11-27	Common Stock	S	3297	$118.86	Disposed	310099	Direct
2020-11-27	Common Stock	S	3251	$119.69	Disposed	306848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-25	Performance Stock Unit	$	M	14062	Disposed		Common Stock (14062.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14565	Indirect
Common Stock	14565	Indirect

Footnotes

F1: Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F2: Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for PSUs that vested on November 25, 2020.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $118.30 to $119.28, inclusive. The Reporting Person undertakes 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 ranges set forth in footnotes (3) and (4) to this Form 4.

F4: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $119.30 to $120.16, inclusive.

F5: The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright.

F6: The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright.

F7: On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019. Twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested on May 25, 2020, 6 months after the Certification. The final twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested on November 25, 2020, 12 months after the Certification.