Cardlytics, Inc. — Director's Dealing 2020

Mar 5, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-03-04

Reporting Person: Christiansen Andrew (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10262	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$24.4	2025-01-21	Common Stock (3500.0)		Direct
Employee Stock Option (Right to Buy)	$20.0	2026-08-04	Common Stock (3250.0)		Direct
Employee Stock Option (Right to Buy)	$24.48	2027-04-01	Common Stock (9374.0)		Direct
Performance Stock Unit	$		Common Stock (1875.0)		Direct
Performance Stock Unit	$		Common Stock (3750.0)		Direct

Footnotes

F1: Includes 1,875 vested shares which have not yet been delivered.

F2: Fully vested.

F3: This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on August 4, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.

F4: This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on April 1, 2018 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.

F5: On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price 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 stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price tranche of the awarded PSU vested upon the Certification and were delivered on November 15, 2019. Twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU vested on February 26, 2020, 6 months after the Certification, and have not yet been delivered. The final twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 12 months after the Certification.

F6: Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F7: 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 will vest 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.