SEC Form 4 · accession 0001209191-18-046114
Cardlytics, Inc. · CDLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Johnson
Director
Period of report
Aug 7, 2018
Accepted (ET)
Aug 9, 2018 · 9:28 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 | Aug 9, 2018 | M | 13,273 | $0.0004 | A | 19,074 | D | |
| Common StockF2 | Aug 9, 2018 | X | 66,365 | $0.0004 | A | 357,718 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy) | $0.0004 | Aug 7, 2018 | A | 13,273 | A | Aug 7, 2018 | Aug 7, 2023 | Common Stock | 13,273 | 13,273 | D |
| Warrant (Right to Buy)F2 | $0.0004 | Aug 7, 2018 | J | 66,365 | A | Aug 7, 2018 | Aug 7, 2023 | Common Stock | 66,365 | 66,365 | I |
| Warrant (Right to Buy) | $0.0004 | Aug 9, 2018 | M | 13,273 | D | Aug 7, 2018 | Aug 7, 2023 | Common Stock | 13,273 | 0 | D |
| Warrant (Right to Buy)F2 | $0.0004 | Aug 9, 2018 | X | 66,365 | D | Aug 7, 2018 | Aug 7, 2023 | Common Stock | 66,365 | 0 | I |
Explanation of responses
- F1The shares acquired upon exercise of the warrant were acquired through a net exercise procedure in accordance with the terms of the warrant and did not involve any sale of shares.
- F2The 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.
- F3The warrants were acquired pursuant to an agreement between the Reporting Person and the Issuer, dated May 4, 2017. The number of shares to be acquired (if any) upon exercise of the warrants could only be determined 180 days following the date of the Issuer's final prospectus relating to its initial public offering.