SEC Form 4 · accession 0001209191-18-046122

Cardlytics, Inc. · CDLX

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

Reporting owner

Bryce Youngren

Director · 10% Owner

Period of report

Aug 7, 2018

Accepted (ET)

Aug 9, 2018 · 9:39 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^F2	Aug 9, 2018	M	64,038	$0.0004	A	2,607,867	I	See Footnote
Common Stock^F3	Aug 9, 2018	M	1,247	$0.0004	A	50,823	I	See Footnote
Common Stock^F4	Aug 9, 2018	M	438	$0.0004	A	17,860	I	See Footnote
Common Stock^F5	Aug 9, 2018	M	641	$0.0004	A	26,076	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	64,038	A	Aug 7, 2018	Aug 7, 2023	Common Stock	64,038	64,038	I
Warrant (Right to Buy)^F3	$0.0004	Aug 7, 2018	A	1,247	A	Aug 7, 2018	Aug 7, 2023	Common Stock	1,247	1,247	I
Warrant (Right to Buy)^F4	$0.0004	Aug 7, 2018	A	438	A	Aug 7, 2018	Aug 7, 2023	Common Stock	438	438	I
Warrant (Right to Buy)^F5	$0.0004	Aug 7, 2018	A	641	A	Aug 7, 2018	Aug 7, 2023	Common Stock	641	641	I
Warrant (Right to Buy)^F2	$0.0004	Aug 9, 2018	M	64,038	D	Aug 7, 2018	Aug 7, 2023	Common Stock	64,038	0	I
Warrant (Right to Buy)^F3	$0.0004	Aug 9, 2018	M	1,247	D	Aug 7, 2018	Aug 7, 2023	Common Stock	1,247	0	I
Warrant (Right to Buy)^F4	$0.0004	Aug 9, 2018	M	438	D	Aug 7, 2018	Aug 7, 2023	Common Stock	438	0	I
Warrant (Right to Buy)^F5	$0.0004	Aug 9, 2018	M	641	D	Aug 7, 2018	Aug 7, 2023	Common Stock	641	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 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.
F6The 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.