SEC Form 4 · accession 0001209191-18-046120
Cardlytics, Inc. · CDLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John V Balen
Director
Period of report
Aug 7, 2018
Accepted (ET)
Aug 9, 2018 · 9:36 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 StockF2 | Aug 9, 2018 | M | 122,777 | $0.0004 | A | 3,368,141 | 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)F2 | $0.0004 | Aug 7, 2018 | A | 122,777 | A | Aug 7, 2018 | Aug 7, 2023 | Common Stock | 122,777 | 122,777 | I |
| Warrant (Right to Buy)F2 | $0.0004 | Aug 9, 2018 | M | 122,777 | D | Aug 7, 2018 | Aug 7, 2023 | Common Stock | 122,777 | 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 held directly by Canaan VIII L.P. (the "Canaan Fund"). Canaan Partners VIII LLC ("Canaan VIII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. John Balen, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Mr. Balen disclaims beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan VIII.
- F3The warrants were acquired pursuant to an agreement between the Reporting Person and the Issuer, dated May 4, 2017. The acquisition was approved by the Issuer's Board of Directors on May 4, 2017 and constitutes an exempt acquisition under Rule 16b-3(d)(1) of the Securities Exchange Act of 1934, as amended. 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, dated February 8, 2018, relating to its initial public offering.
Remarks
Exhibit 24 - Power of Attorney filed herewith