Sec Form 4 Filing - Evans David Thomas @ Cardlytics, Inc. - 2020-09-30

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
Evans David Thomas
2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last) (First) (Middle)
C/O CARDLYTICS, INC., 675 PONCE DE LEON AVENUE NE, SUITE 6000
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2020
(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 09/30/2020 M 87,500 ( 1 ) A $ 0 ( 2 ) 95,076 D
Common Stock 09/30/2020 M 10,937 ( 1 ) A $ 0 ( 3 ) 106,013 D
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
Restricted Stock Unit ( 2 ) 09/30/2020 M 87,500 ( 4 ) ( 4 ) Common Stock 87,500 $ 0 0 D
Performance Stock Unit ( 3 ) 09/30/2020 M 10,937 ( 5 ) ( 5 ) Common Stock 10,937 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evans David Thomas
C/O CARDLYTICS, INC.
675 PONCE DE LEON AVENUE NE, SUITE 6000
ATLANTA, GA30308
Chief Administrative Officer
Signatures
/s/ Kirk Somers, Attorney-in-Fact 10/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
( 3 )Each performance stock unit ("PSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
( 4 )Fully vested upon the Reporting Person's retirement in accordance with the terms of his Separation and Release agreement dated July 28, 2020. The underlying shares of common stock have not been delivered.
( 5 )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 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 and were delivered on May 25, 2020, 6 months after the Certification. The remaining 25% of shares became fully vested on September 30, 2020 upon the Reporting Person's retirement in accordance with his Separation and Release agreement dated July 28, 2020, but have not yet been delivered.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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