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: Grimes Scott D. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	M	355	—	Acquired	215075	Direct
2020-05-21	Common Stock	S	150	$67.8301	Disposed	214925	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-20	Restricted Stock Units	$	A	355	Acquired		Common Stock (355.0)	Direct
2020-05-20	Restricted Stock Units	$	M	355	Disposed		Common Stock (355.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	129112	Indirect

Footnotes

F1: Includes 289 shares of Common Stock acquired under the Issuer's Employee Stock Purchase Plan.

F2: Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for RSUs granted on May 20, 2020.

F3: The reportable securities are held by the 2013 Scott Grimes GRAT UAD.

F4: 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.

F5: The RSUs are immediately vested.