SEC Form 4 · accession 0000899243-18-004193
Cardlytics, Inc. · CDLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001666071
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 13, 2018 | C | 3,245,364 | $0.00 | A | 3,245,364 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 950,000 | D | — | — | Common Stock | 950,000 | 0 | D |
| Series B-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 1,145,953 | D | — | — | Common Stock | 1,145,953 | 0 | D |
| Series C-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 514,023 | D | — | — | Common Stock | 514,023 | 0 | D |
| Series D-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 202,377 | D | — | — | Common Stock | 202,377 | 0 | D |
| Series E-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 119,254 | D | — | — | Common Stock | 119,254 | 0 | D |
| Series G Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 53,660 | D | — | — | Common Stock | 53,660 | 0 | D |
| Series G' Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 260,097 | D | — | — | Common Stock | 260,097 | 0 | D |
Explanation of responses
- F1Each share of the Issuer's Series A-R Redeemable Convertible Preferred Stock, Series B-R Redeemable Convertible Preferred Stock, Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series E-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and Series G' Redeemable Convertible Preferred Stock, which had no expiration date, automatically converted on a one-for-one basis at the closing of the Issuer's initial public offering on February 13, 2018, for no additional consideration.
- F2Shares held directly by Canaan VIII L.P. (the "Canaan Fund"). Canaan Partners VIII LLC ("Canaan VIII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. John Balen, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. Canaan VIII disclaims Section 16 beneficial ownership of the shares held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein.
Remarks
EXHIBIT 99 - Joint Filer Information filed herewith and Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on February 8, 2018)