Cardlytics, Inc. — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-02-26

Reporting Person: Grimes Scott D. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-26	Common Stock	M	19688	—	Acquired	396891	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-26	Performance Stock Unit	$	M	19688	Disposed		Common Stock (19688.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	139112	Indirect

Footnotes

F1: Represents the underlying vested shares which have not been delivered.

F2: Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

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

F4: 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 25, 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.