Sec Form 4 Filing - Christiansen Andrew @ Cardlytics, Inc. - 2022-04-05

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 Christiansen Andrew 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 Financial Officer (Last) (First) (Middle) C/O CARDLYTICS, INC., 675 PONCE DE LEON AVENUE NE, SUITE 6000 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2022 (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 04/05/2022 M 3,408( 1 ) A $ 0 27,208 D Common Stock 04/06/2022 M 1,875( 1 ) A $ 0 29,083 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 ) 04/05/2022 M 3,408 ( 3 ) ( 3 ) Common Stock 3,408 $ 0 10,227 D Performance Stock Unit ( 4 ) 04/06/2022 M 1,875 ( 5 ) ( 5 ) Common Stock 1,875 $ 0 1,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Christiansen Andrew C/O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA, GA30308 Chief Financial Officer Signatures /s/ Kirk L. Somers, Attorney-in-Fact 04/07/2022 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 )The RSUs shall vest in equal amounts annually over four years on the anniversary of the date of grant, provided that the Reporting Person remains employed by the Issuer on such vesting date. ( 4 )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. ( 5 )On October 6, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum number of advertisers with a specified billings threshold 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 advertiser count target ("advertiser tranche"). Fifty percent (50%) of the shares subject to the advertiser tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the advertiser tranche of the awarded PSU vested 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the advertiser tranche of the awarded PSU will vest 12 months after the Certification, subject to continued service to the Issuer.

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).

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