Cardlytics, Inc. — Director's Dealing 2020

Jan 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2020-01-16

Reporting Person: Youngren Bryce (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-16	Common Stock	S	7797	$83.4022	Disposed	185185	Indirect
2020-01-16	Common Stock	S	13821	$84.225	Disposed	171364	Indirect
2020-01-16	Common Stock	S	1061	$85.0009	Disposed	170303	Indirect
2020-01-17	Common Stock	S	2100	$82.3079	Disposed	168203	Indirect
2020-01-17	Common Stock	S	10734	$83.2947	Disposed	157469	Indirect
2020-01-17	Common Stock	S	9398	$84.1661	Disposed	148071	Indirect
2020-01-16	Common Stock	S	152	$83.4022	Disposed	3614	Indirect
2020-01-16	Common Stock	S	270	$84.225	Disposed	3344	Indirect
2020-01-16	Common Stock	S	21	$85.0009	Disposed	3323	Indirect
2020-01-17	Common Stock	S	40	$82.3079	Disposed	3283	Indirect
2020-01-17	Common Stock	S	210	$83.2947	Disposed	3073	Indirect
2020-01-17	Common Stock	S	184	$84.1661	Disposed	2889	Indirect
2020-01-16	Common Stock	S	53	$83.4022	Disposed	1265	Indirect
2020-01-16	Common Stock	S	94	$84.225	Disposed	1171	Indirect
2020-01-16	Common Stock	S	8	$85.0009	Disposed	1163	Indirect
2020-01-17	Common Stock	S	15	$82.3079	Disposed	1148	Indirect
2020-01-17	Common Stock	S	73	$83.2947	Disposed	1075	Indirect
2020-01-17	Common Stock	S	64	$84.1661	Disposed	1011	Indirect
2020-01-16	Common Stock	S	78	$83.4022	Disposed	1856	Indirect
2020-01-16	Common Stock	S	139	$84.225	Disposed	1717	Indirect
2020-01-16	Common Stock	S	10	$85.0009	Disposed	1707	Indirect
2020-01-17	Common Stock	S	21	$82.3079	Disposed	1686	Indirect
2020-01-17	Common Stock	S	108	$83.2947	Disposed	1578	Indirect
2020-01-17	Common Stock	S	94	$84.1661	Disposed	1484	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 $82.87 to $83.86, 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 $83.87 to $84.815, 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 $84.88 to $85.13, 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 $81.81 to $82.80, 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 $82.81 to $83.79, 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 $83.84 to $84.53, 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.