Cardlytics, Inc. — Director's Dealing 2023

Oct 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2023-10-01

Reporting Person: Lynton Nicholas Hollmeyer (Chief Legal & Privacy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-01	Common Stock	M	25000	—	Acquired	54486	Direct
2023-10-01	Common Stock	M	415	—	Acquired	54901	Direct
2023-10-01	Common Stock	M	582	—	Acquired	55483	Direct
2023-10-01	Common Stock	M	1578	—	Acquired	57061	Direct
2023-10-02	Common Stock	S	6900	$13.55	Disposed	50161	Direct
2023-10-02	Common Stock	S	3703	$14.92	Disposed	46458	Direct
2023-10-02	Common Stock	S	2101	$15.70	Disposed	44357	Direct
2023-10-02	Common Stock	S	47	$16.35	Disposed	44310	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-01	Restricted Stock Unit	$	M	25000	Disposed		Common Stock (25000)	Direct
2023-10-01	Restricted Stock Unit	$	M	415	Disposed		Common Stock (415)	Direct
2023-10-01	Restricted Stock Unit	$	M	582	Disposed		Common Stock (582)	Direct
2023-10-01	Restricted Stock Unit	$	M	1578	Disposed		Common Stock (1578)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.

F2: Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for RSUs that vested on October 1, 2023.

F3: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.21 to $14.20, 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 (3), (4) and (5) to this Form 4.

F4: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.27 to $15.265, inclusive.

F5: The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $15.275 to $16.23, inclusive.

F6: This RSU award was originally for 100,000 shares. 25% of the RSUs award vested on each of July 1, 2023 and October 1, 2023. An additional 25% of the RSU award shall vest on each of January 1, 2024 and April 1, 2024, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date.

F7: This RSU award was originally for 830 shares. Fifty percent (50%) of the shares under this award vested on October 1, 2022, and fifty percent (50%) of this award vested on October 1, 2023.

F8: This RSU award was originally for 9,299 shares. Twenty-five percent (25%) of the shares under this award vested on April 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.

F9: This RSU award was originally for 38,222 shares. Twenty-five percent (25%) of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.