Cardlytics, Inc. — Director's Dealing 2020

Apr 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-04-01

Reporting Person: Laube Lynne Marie (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-13	Common Stock	S	8699	$40.81	Disposed	324302	Direct
2020-04-13	Common Stock	S	33476	$41.62	Disposed	290826	Direct
2020-04-13	Common Stock	S	7825	$42.27	Disposed	283001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Restricted Stock Unit	$	A	80645	Acquired		Common Stock (80645.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18565	Indirect
Common Stock	18565	Indirect

Footnotes

F1: These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 5, 2018, as amended March 9, 2020.

F2: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $40.07 to $41.06, 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 (2), (3), and (4) to this Form 4.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $41.08 to $42.06, inclusive.

F4: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $42.085 to $42.77, inclusive.

F5: The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright.

F6: The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright.

F7: 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.

F8: The RSUs shall vest in equal amounts annually over four years on the anniversary of the date of grant, provided that the Reporting Person remains employed by the Issuer on such vesting date.