0001666071-20-000260.txt : 20200828 0001666071-20-000260.hdr.sgml : 20200828 20200828161011 ACCESSION NUMBER: 0001666071-20-000260 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200826 FILED AS OF DATE: 20200828 DATE AS OF CHANGE: 20200828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOMERS KIRK CENTRAL INDEX KEY: 0001204015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 201147964 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cardlytics, Inc. CENTRAL INDEX KEY: 0001666071 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263039436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 888-798-5802 MAIL ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 4 1 wf-form4_159864539212670.xml FORM 4 X0306 4 2020-08-26 0 0001666071 Cardlytics, Inc. CDLX 0001204015 SOMERS KIRK C/O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA GA 30308 0 1 0 0 Chief Legal & Privacy Officer Common Stock 2020-08-26 4 M 0 7812 A 90572 D Common Stock 2020-08-27 4 S 0 1909 80.10 D 88663 D Common Stock 2020-08-27 4 S 0 600 80.82 D 88063 D Common Stock 2020-08-27 4 S 0 1051 81.70 D 87012 D Performance Stock Unit 2020-08-26 4 M 0 7812 0 D Common Stock 7812.0 7812 D Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock. Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for PSUs that vested on August 26, 2020. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $79.51 to $80.50, 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 (3), (4) and (5) to this Form 4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $80.51 to $81.16, inclusive. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $81.51 to $81.98, inclusive. On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price 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 stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price 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 stock price tranche of the awarded PSU vested on February 26, 2020, 6 months after the Certification. The final twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU vested on August 26, 2020, 12 months after the Certification. /s/ Kirk L. Somers 2020-08-28