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