SEC Form 4 · accession 0001209191-18-010422

Cardlytics, Inc. · CDLX

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

Reporting owner

Bryce Youngren

Director · 10% Owner

Period of report

Feb 13, 2018

Accepted (ET)

Feb 15, 2018 · 4:34 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	771,947	—	A	771,947	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	15,045	—	A	15,045	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	5,287	—	A	5,287	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	7,719	—	A	7,719	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	931,174	—	A	1,703,121	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	18,148	—	A	33,193	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	6,378	—	A	11,665	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	9,311	—	A	17,030	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	417,683	—	A	2,120,804	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	8,140	—	A	41,333	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	2,861	—	A	14,526	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	4,176	—	A	21,206	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	164,446	—	A	2,285,250	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	3,205	—	A	44,538	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	1,126	—	A	15,652	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	1,644	—	A	22,850	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	25,571	—	A	2,310,821	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	498	—	A	45,036	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	175	—	A	15,827	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	255	—	A	23,105	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	27,988	—	A	2,338,809	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	545	—	A	45,581	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	191	—	A	16,018	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	280	—	A	23,385	I	See Footnote
Common Stock^F1,F2	Feb 13, 2018	C	205,020	—	A	2,543,829	I	See Footnote
Common Stock^F1,F3	Feb 13, 2018	C	3,995	—	A	49,576	I	See Footnote
Common Stock^F1,F4	Feb 13, 2018	C	1,404	—	A	17,422	I	See Footnote
Common Stock^F1,F5	Feb 13, 2018	C	2,050	—	A	25,435	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-R Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	771,947	D	—	—	Common Stock	771,947	I
Series A-R Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	15,045	D	—	—	Common Stock	15,045	I
Series A-R Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	5,287	D	—	—	Common Stock	5,287	I
Series A-R Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	7,719	D	—	—	Common Stock	7,719	I
Series B-R Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	931,174	D	—	—	Common Stock	931,174	I
Series B-R Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	18,148	D	—	—	Common Stock	18,148	I
Series B-R Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	6,378	D	—	—	Common Stock	6,378	I
Series B-R Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	9,311	D	—	—	Common Stock	9,311	I
Series C-R Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	417,683	D	—	—	Common Stock	417,683	I
Series C-R Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	8,140	D	—	—	Common Stock	8,140	I
Series C-R Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	2,861	D	—	—	Common Stock	2,861	I
Series C-R Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	4,176	D	—	—	Common Stock	4,176	I
Series D-R Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	164,446	D	—	—	Common Stock	164,446	I
Series D-R Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	3,205	D	—	—	Common Stock	3,205	I
Series D-R Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	1,126	D	—	—	Common Stock	1,126	I
Series D-R Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	1,644	D	—	—	Common Stock	1,644	I
Series E-R Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	25,571	D	—	—	Common Stock	25,571	I
Series E-R Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	498	D	—	—	Common Stock	498	I
Series E-R Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	175	D	—	—	Common Stock	175	I
Series E-R Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	255	D	—	—	Common Stock	255	I
Series G Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	27,988	D	—	—	Common Stock	27,988	I
Series G Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	545	D	—	—	Common Stock	545	I
Series G Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	191	D	—	—	Common Stock	191	I
Series G Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	280	D	—	—	Common Stock	280	I
Series G? Redeemable Convertible Preferred Stock^F2,F1	—	Feb 13, 2018	C	205,020	D	—	—	Common Stock	205,020	I
Series G? Redeemable Convertible Preferred Stock^F3,F1	—	Feb 13, 2018	C	3,995	D	—	—	Common Stock	3,995	I
Series G? Redeemable Convertible Preferred Stock^F4,F1	—	Feb 13, 2018	C	1,404	D	—	—	Common Stock	1,404	I
Series G? Redeemable Convertible Preferred Stock^F5,F1	—	Feb 13, 2018	C	2,050	D	—	—	Common Stock	2,050	I

Explanation of responses

F1Each share of 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 is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. All shares of the Issuer's Redeemable Convertible Preferred Stock converted into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration.
F2The 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.
F3The 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. 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 PVPE 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.
F4The 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.
F5The 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.