SEC Form 4 · accession 0001209191-18-010395

Cardlytics, Inc. · CDLX

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

Reporting owner

Mark A Johnson

Director

Period of report

Feb 13, 2018

Accepted (ET)

Feb 15, 2018 · 4:23 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 Stock^F1,F2	Feb 13, 2018	C	127,294	—	A	232,799	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	31,218	—	A	264,017	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	12,291	—	A	276,308	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	29,005	—	A	29,005	I	See Footnote
Common Stock^F1	Feb 13, 2018	C	5,801	—	A	5,801	D
Common Stock^F1,F2	Feb 13, 2018	C	15,045	—	A	291,353	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B-R Redeemable Convertible Preferred Sto^F2,F1	—	Feb 13, 2018	C	127,294	D	—	—	Common Stock	127,294	I
Series C-R Redeemable Convertible Preferred Sto^F2,F1	—	Feb 13, 2018	C	31,218	D	—	—	Common Stock	31,218	I
Series D-R Redeemable Convertible Preferred Sto^F2,F1	—	Feb 13, 2018	C	12,291	D	—	—	Common Stock	12,291	I
Series G Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	29,005	D	—	—	Common Stock	29,005	I
Series G Redeemable Convertible Preferred Stock^F1	—	Feb 13, 2018	C	5,801	D	—	—	Common Stock	5,801	D
Series G' Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	15,045	D	—	—	Common Stock	15,045	I

Explanation of responses

F1Each share of Series B-R Redeemable Convertible Preferred Stock, Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and 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.
F2The reportable securities are owned directly by TTP Fund II L.P. ("TTP Fund") The Reporting Person is a member of the general partner of TTP Fund and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.
F3The reportable securities are owned directly by TTV Ivy Holdings, LLC ("TTV Ivy"). The Reporting Person is a member of the general partner of TTV Ivy and a partner of TTV Capital, which provides management services to the general partner. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.