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: JOHNSON MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	S	8034	$66.62	Disposed	53319	Indirect
2020-05-20	Common Stock	S	11048	$67.87	Disposed	42271	Indirect
2020-05-20	Common Stock	S	8746	$68.35	Disposed	33525	Indirect
2020-05-20	Common Stock	S	15488	$70.44	Disposed	18037	Indirect
2020-05-20	Common Stock	S	14210	$71.43	Disposed	3827	Indirect
2020-05-20	Common Stock	S	3827	$72.52	Disposed	0	Indirect
2020-05-20	Common Stock	S	628	$66.62	Disposed	4171	Indirect
2020-05-20	Common Stock	S	864	$67.87	Disposed	3307	Indirect
2020-05-20	Common Stock	S	684	$68.35	Disposed	2623	Indirect
2020-05-20	Common Stock	S	1212	$70.44	Disposed	1411	Indirect
2020-05-20	Common Stock	S	1112	$71.43	Disposed	299	Indirect
2020-05-20	Common Stock	S	299	$72.52	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27558	Direct

Footnotes

F1: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $66.29 to $67.21, 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 (1), (3), (4), (5), (6) and (7) to this Form 4.

F2: The reportable securities are owned directly by TTP Fund II L.P. ("TTP Fund") The Reporting Person is a member of the general partner of TTP Fund and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $67.29 to $68.265, inclusive.

F4: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $68.285 to $68.95, inclusive.

F5: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $70.02 to $71.00, inclusive.

F6: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $71.02 to $71.75, inclusive.

F7: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $72.515 to $72.55, inclusive.

F8: Excludes 90,571 shares of common stock previously reported as owned by TTV Ivy Holdings, LLC ("TTV Ivy"), which were distributed to its limited partners on August 20, 2018.

F9: The reportable securities are owned directly by TTV Ivy. The Reporting Person is a member of the general partner of TTV Ivy and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.