Cardlytics, Inc. — Director's Dealing 2020

May 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-05-14

Reporting Person: JOHNSON MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-14	Common Stock	S	17000	$50.66	Disposed	174353	Indirect
2020-05-14	Common Stock	S	3000	$51.19	Disposed	171353	Indirect
2020-05-15	Common Stock	S	28135	$55.35	Disposed	143218	Indirect
2020-05-15	Common Stock	S	1865	$56.06	Disposed	141353	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27558	Direct
Common Stock	95370	Indirect

Footnotes

F1: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $50.10 to $51.07, 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 ranges set forth in footnotes (1), (3), (4) and (5) 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 $51.15 to $51.23, inclusive.

F4: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.985, inclusive.

F5: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.18, inclusive.

F6: The reportable securities are owned directly by TTV Ivy Holdings, LLC ("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.