Cardlytics, Inc. — Director's Dealing 2023

Jul 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2023-07-01

Reporting Person: Temsamani Karim Saad (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-01	Common Stock	M	50000	—	Acquired	50000	Direct
2023-07-03	Common Stock	S	25574	$6.126	Disposed	24426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-01	Restricted Stock Unit	$	M	50000	Disposed		Common Stock (50000)	Direct

Footnotes

F1: Represents the underlying vested shares of common stock of the Issuer which have not been delivered.

F2: Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for restricted stock units ("RSUs") that vested on July 1, 2023.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.98 to $6.48 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 receipt, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Each RSU represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.

F5: 25% of the RSUs shall vest on each of July 1, 2023, October 1, 2023, January 1, 2024 and April 1, 2024, respectively, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date.