Cardlytics, Inc. — Director's Dealing 2020

Jan 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-23	Common Stock	S	900	$86.14	Disposed	141212	Indirect
2020-01-23	Common Stock	S	100	$87.24	Disposed	141112	Indirect
2020-01-27	Common Stock	S	2808	$83.98	Disposed	394395	Direct
2020-01-27	Common Stock	S	3900	$85.21	Disposed	390495	Direct
2020-01-27	Common Stock	S	1900	$86.04	Disposed	388595	Direct
2020-01-27	Common Stock	S	1092	$87.14	Disposed	387503	Direct
2020-01-27	Common Stock	S	300	$87.86	Disposed	387203	Direct

Footnotes

F1: These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the 2013 Scott Grimes GRAT UAD (the "GRAT") on November 15, 2019.

F2: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $85.75 to $86.45, 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 (5), (6), (7), (8) and (9) to this Form 4.

F3: The reportable securities are held by the GRAT.

F4: These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 5, 2018, as amended May 14, 2019.

F5: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $83.60 to $84.32, inclusive.

F6: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $84.66 to $85.65, inclusive.

F7: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $85.66 to $86.60, inclusive.

F8: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $86.67 to $87.64, inclusive.

F9: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $87.79 to $87.99, inclusive.