SEC Form 4 · accession 0000899243-18-024553

Cardlytics, Inc. · CDLX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bryce Youngren

Director · 10% Owner

Period of report

Sep 12, 2018

Accepted (ET)

Sep 14, 2018 · 4:41 pm EDT

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 Stock^F1,F5	Sep 12, 2018	S	75,805	$24.67	D	2,532,062	I	See Footnote
Common Stock^F2,F5	Sep 12, 2018	S	20,688	$25.188	D	2,511,374	I	See Footnote
Common Stock^F3,F5	Sep 13, 2018	S	45,743	$25.517	D	2,465,631	I	See Footnote
Common Stock^F4,F5	Sep 13, 2018	S	2,504	$26.413	D	2,463,127	I	See Footnote
Common Stock^F1,F6	Sep 12, 2018	S	1,477	$24.669	D	49,346	I	See Footnote
Common Stock^F2,F6	Sep 12, 2018	S	404	$25.188	D	48,942	I	See Footnote
Common Stock^F3,F6	Sep 13, 2018	S	891	$25.517	D	48,051	I	See Footnote
Common Stock^F4,F6	Sep 13, 2018	S	49	$26.413	D	48,002	I	See Footnote
Common Stock^F1,F7	Sep 12, 2018	S	518	$24.669	D	17,342	I	See Footnote
Common Stock^F2,F7	Sep 12, 2018	S	143	$25.187	D	17,199	I	See Footnote
Common Stock^F3,F7	Sep 13, 2018	S	314	$25.517	D	16,885	I	See Footnote
Common Stock^F4,F7	Sep 13, 2018	S	17	$26.415	D	16,868	I	See Footnote
Common Stock^F1,F8	Sep 12, 2018	S	760	$24.67	D	25,316	I	See Footnote
Common Stock^F2,F8	Sep 12, 2018	S	205	$25.193	D	25,111	I	See Footnote
Common Stock^F3,F8	Sep 13, 2018	S	456	$25.517	D	24,655	I	See Footnote
Common Stock^F4,F8	Sep 13, 2018	S	26	$26.413	D	24,629	I	See Footnote

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.02 to $25.02, 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 (1) to this Form 4.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.03 to $25.35, 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.08 to $26.04, 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 (3) to this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.19 to $26.57, 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.
F5The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("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.
F6The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). PVM V is the general partner of PVPE V. Youngren, 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 Youngren, 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 Youngren 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.
F7The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("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.
F8The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("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.