SEC Form 4 · accession 0001209191-18-062263
Cardlytics, Inc. · CDLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott D. Grimes
Officer — Chief Executive Officer · Director
Period of report
Dec 10, 2018
Accepted (ET)
Dec 12, 2018 · 5:21 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 StockF1,F2 | Dec 10, 2018 | M | 75,000 | — | A | 650,710 | D | |
| Common StockF4 | Dec 10, 2018 | S | 12,900 | $13.69 | D | 637,810 | D | |
| Common StockF5 | Dec 11, 2018 | S | 14,452 | $13.32 | D | 623,358 | D | |
| Common Stock | Dec 12, 2018 | S | 1 | $13.71 | D | 623,357 | D | |
| Common Stock | holding | — | — | — | 800 | I | By immediate family member | |
| Common StockF6 | holding | — | — | — | 194,112 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF1,F7 | — | Dec 10, 2018 | M | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of share of the Issuer's Common Stock.
- F2Includes 1,923 shares of the Common Stock acquired under the Issuer's Employee Stock Purchase Plan.
- F3Shares sold to satisfy withholding tax obligations upon the vesting of restricted stock grants.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.30 - $14.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.15 - $13.61, inclusive.
- F6The reportable securities are held by the 2013 Scott Grimes GRAT UAD (the "GRAT"). The Reporting Person is the trustee of the GRAT.
- F7The performance stock units ("PSUs") vested upon the Compensation Committee of the Issuer's Board of Directors certifying that at least 85,000,000 customers or accounts of the Issuer's financial institution ("FI") partners had logged in and visited the online or mobile banking applications of the Issuer's FI partners featuring the Issuer's Cardlytics Direct product, or opened an email from the Issuer's FI partners featuring the Issuer's Cardlytics Direct product, during a monthly period ("MAUs").