Cardlytics, Inc. — Director's Dealing 2020

Aug 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-08-26

Reporting Person: Grimes Scott D. (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-26	Common Stock	M	19687	—	Acquired	244950	Direct
2020-08-27	Common Stock	S	3810	$80.25	Disposed	241140	Direct
2020-08-27	Common Stock	S	3850	$87.59	Disposed	237290	Direct
2020-08-27	Common Stock	S	1500	$81.80	Disposed	235790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-26	Performance Stock Unit	$	M	19687	Disposed		Common Stock (19687.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	117112	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 August 26, 2020.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $79.64 to $80.59, 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), (4) and (5) 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 $80.6372 to $81.56, inclusive.

F5: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $81.61 to $81.99, inclusive.

F6: The reportable securities are held by the 2013 Scott Grimes GRAT UAD.

F7: On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price 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 stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price 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 stock price tranche of the awarded PSU vested on February 26, 2020, 6 months after the Certification. The final twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU vested on August 26, 2020, 12 months after the Certification.