SEC Form 4 · accession 0001209191-18-010391
Cardlytics, Inc. · CDLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott D. Grimes
Officer — Chief Executive Officer · Director
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:22 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 | Feb 13, 2018 | C | 30,622 | — | A | 573,432 | D | |
| Common Stock | Feb 13, 2018 | P | 1,800 | $13.00 | A | 575,232 | D | |
| Common Stock | Feb 13, 2018 | P | 800 | $13.00 | A | 800 | I | By immediate family member |
| Common StockF3 | holding | — | — | — | 194,112 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F5 | — | Feb 13, 2018 | M | 1,183 | D | — | — | Series G' Redeemable Convertible Preferred Stock | 1,183 | 0 | D |
| Series G' Redeemable Convertible Preferred StockF1 | — | Feb 13, 2018 | M | 1,183 | A | — | — | Common Stock | 1,183 | 27,152 | D |
| Restricted Stock UnitF4,F5 | — | Feb 13, 2018 | M | 2,191 | D | — | — | Series G' Redeemable Convertible Preferred Stock | 2,191 | 0 | D |
| Series G' Redeemable Convertible Preferred StockF1 | — | Feb 13, 2018 | M | 2,191 | A | — | — | Common Stock | 2,191 | 29,343 | D |
| Restricted Stock UnitF4,F5 | — | Feb 13, 2018 | M | 1,279 | D | — | — | Series G' Redeemable Convertible Preferred Stock | 1,279 | 0 | D |
| Series G' Redeemable Convertible Preferred StockF1 | — | Feb 13, 2018 | M | 1,279 | A | — | — | Common Stock | 1,279 | 30,622 | D |
| Series G' Redeemable Convertible Preferred StockF1 | — | Feb 13, 2018 | C | 30,622 | D | — | — | Common Stock | 30,622 | 0 | D |
Explanation of responses
- F1Each share of Series G' Redeemable Convertible Preferred Stock converted into the Issuer's Common Stock on a one-for-one basis upon the Issuer's initial public offering and has no expiration date.
- F2Represents shares purchased through the Issuer's directed share program in connection with its initial public offering.
- F3The reportable securities are held by the 2013 Scott Grimes GRAT UAD (the "GRAT"). The Reporting Person is the trustee of the GRAT.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Series G' Redeemable Convertible Preferred Stock.
- F5The RSUs vested upon the completion of the Issuer's initial public offering.