Cardlytics, Inc. — Director's Dealing 2020

Jan 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-01-21

Reporting Person: Youngren Bryce (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-21	Common Stock	S	96	$82.581	Disposed	147975	Indirect
2020-01-21	Common Stock	S	4128	$85.0454	Disposed	143847	Indirect
2020-01-21	Common Stock	S	8566	$85.8761	Disposed	135281	Indirect
2020-01-21	Common Stock	S	5400	$86.7428	Disposed	129881	Indirect
2020-01-21	Common Stock	S	12322	$88.014	Disposed	117559	Indirect
2020-01-21	Common Stock	S	1694	$88.8734	Disposed	115865	Indirect
2020-01-21	Common Stock	S	2	$82.581	Disposed	2887	Indirect
2020-01-21	Common Stock	S	81	$85.0454	Disposed	2806	Indirect
2020-01-21	Common Stock	S	167	$85.8761	Disposed	2639	Indirect
2020-01-21	Common Stock	S	105	$86.7428	Disposed	2534	Indirect
2020-01-21	Common Stock	S	240	$88.014	Disposed	2294	Indirect
2020-01-21	Common Stock	S	33	$88.8734	Disposed	2261	Indirect
2020-01-21	Common Stock	S	1	$82.581	Disposed	1010	Indirect
2020-01-21	Common Stock	S	28	$85.0454	Disposed	982	Indirect
2020-01-21	Common Stock	S	58	$85.8761	Disposed	924	Indirect
2020-01-21	Common Stock	S	37	$86.7428	Disposed	887	Indirect
2020-01-21	Common Stock	S	84	$88.014	Disposed	803	Indirect
2020-01-21	Common Stock	S	12	$88.8734	Disposed	791	Indirect
2020-01-21	Common Stock	S	1	$82.581	Disposed	1483	Indirect
2020-01-21	Common Stock	S	41	$85.0454	Disposed	1442	Indirect
2020-01-21	Common Stock	S	86	$85.8761	Disposed	1356	Indirect
2020-01-21	Common Stock	S	54	$86.7428	Disposed	1302	Indirect
2020-01-21	Common Stock	S	124	$88.014	Disposed	1178	Indirect
2020-01-21	Common Stock	S	17	$88.8734	Disposed	1161	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9010	Direct

Footnotes

F1: The sale of these shares were effected pursuant to Rule 10b5-1 trading plans adopted by each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") on December 16, 2019.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.52 to $82.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

F3: The reportable securities are owned directly by PVP V. Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVP V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.41 to $85.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.42 to $86.28, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.43 to $87.42, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.43 to $88.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7) to this Form 4.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.46 to $89.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8) to this Form 4.

F9: The reportable securities are owned directly by PVPE V. PVM V is the general partner of PVPE V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPE V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F10: The reportable securities are owned directly by PVPFF V. PVM V is the general partner of PVPFF V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F11: The reportable securities are owned directly by PVPSFF V. PVM V is the general partner of PVPSFF V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.