Cardlytics, Inc. — Director's Dealing 2020

May 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-05-25

Reporting Person: Christiansen Andrew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-25	Common Stock	M	1875	—	Acquired	11607	Direct
2020-05-27	Common Stock	S	894	$67.05	Disposed	10713	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-25	Performance Stock Unit	$	M	1875	Disposed		Common Stock (1875.0)	Direct

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 May 25, 2020.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $66.665 to $67.05, 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 footnote (3) to this Form 4.

F4: 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, and twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 12 months after the Certification.