0001666071-20-000299.txt : 20201130
0001666071-20-000299.hdr.sgml : 20201130
20201130171253
ACCESSION NUMBER: 0001666071-20-000299
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201125
FILED AS OF DATE: 20201130
DATE AS OF CHANGE: 20201130
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: 201358917
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_160677436011799.xml
FORM 4
X0306
4
2020-11-25
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
2020-11-25
4
M
0
7812
A
85318
D
Common Stock
2020-11-27
4
S
0
1585
118.84
D
83733
D
Common Stock
2020-11-27
4
S
0
2000
119.77
D
81733
D
Common Stock
2020-11-27
4
S
0
50
120.63
D
81683
D
Performance Stock Unit
2020-11-25
4
M
0
7812
0
D
Common Stock
7812.0
0
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 November 25, 2020.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $118.31 to $119.28, 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 $119.38 to $120.32, inclusive.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $120.63 to $120.66, inclusive.
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. The final twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested on November 25, 2020, 12 months after the Certification.
/s/ Kirk L. Somers
2020-11-30