Sec Form 4 Filing - Laube Lynne Marie @ Cardlytics, Inc. - 2020-05-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Laube Lynne Marie
2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O CARDLYTICS, INC., 675 PONCE DE LEON AVENUE NE, SUITE 6000
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2020
(Street)
ATLANTA, GA30308
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/25/2020 M 14,063 A 297,608 D
Common Stock 05/27/2020 S( 2 ) 6,448 D $ 66.32 ( 3 ) 291,160 D
Common Stock 16,565 I See Footnote ( 4 )
Common Stock 16,565 I See Footnote ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Unit ( 1 ) 05/25/2020 M 14,063 ( 6 ) ( 6 ) Common Stock 14,063 $ 0 28,124 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Laube Lynne Marie
C/O CARDLYTICS, INC.
675 PONCE DE LEON AVENUE NE, SUITE 6000
ATLANTA, GA30308
X Chief Executive Officer
Signatures
/s/ Kirk Somers, Attorney-in-Fact 05/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
( 2 )Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for PSUs that vested on May 25, 2020.
( 3 )The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $66.31 to $66.45, 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 footnote (3) to this Form 4.
( 4 )The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright.
( 5 )The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright.
( 6 )On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019. Twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested on May 25, 2020, 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 12 months after the Certification.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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