Cardlytics, Inc. — Director's Dealing 2020

Jun 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-06-05

Reporting Person: SOMERS KIRK (Chief Legal & Privacy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-05	Common Stock	M	3125	$30.44	Acquired	92567	Direct
2020-06-05	Common Stock	M	385	$20	Acquired	92952	Direct
2020-06-05	Common Stock	S	3125	$79.54	Disposed	89827	Direct
2020-06-05	Common Stock	S	385	$79.47	Disposed	89442	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-05	Employee Stock Option (Right to Buy)	$30.44	M	3125	Disposed	2027-07-07	Common Stock (3125.0)	Direct
2020-06-05	Employee Stock Option (Right to Buy)	$20.0	M	385	Disposed	2026-12-06	Common Stock (385.0)	Direct

Footnotes

F1: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $79.41 to $79.655, 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 range set forth in footnote (1) to this Form 4.

F2: This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on April 1, 2018 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.

F3: This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on December 6, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.