SEC Form 4 · accession 0000899243-18-004196
Cardlytics, Inc. · CDLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John V Balen
Director
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:53 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 | I | See footnote |
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 | I |
| Series B-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 1,145,953 | D | — | — | Common Stock | 1,145,953 | 0 | I |
| Series C-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 514,023 | D | — | — | Common Stock | 514,023 | 0 | I |
| Series D-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 202,377 | D | — | — | Common Stock | 202,377 | 0 | I |
| Series E-R Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 119,254 | D | — | — | Common Stock | 119,254 | 0 | I |
| Series G Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 53,660 | D | — | — | Common Stock | 53,660 | 0 | I |
| Series G' Redeemable Convertible Preferred StockF1,F2 | $0.00 | Feb 13, 2018 | C | 260,097 | D | — | — | Common Stock | 260,097 | 0 | I |
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. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. John Balen, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Mr. Balen disclaims beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan VIII.