Cardlytics, Inc. — Director's Dealing 2020

May 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-05-20

Reporting Person: Christiansen Andrew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	M	332	—	Acquired	9826	Direct
2020-05-21	Common Stock	S	94	$67.76	Disposed	9732	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-20	Restricted Stock Units	$	A	332	Acquired		Common Stock (332.0)	Direct
2020-05-20	Restricted Stock Units	$	M	332	Disposed		Common Stock (332.0)	Direct

Footnotes

F1: Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for RSUs granted on May 20, 2020.

F2: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $67.76 to $68.07, 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 this footnote.

F3: 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.

F4: The RSUs are immediately vested.