SC 13G/A

NAME OF REPORTING PERSONS

Polaris Venture Partners V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-20-033295.txt : 20200212 0001193125-20-033295.hdr.sgml : 20200212 20200212163433 ACCESSION NUMBER: 0001193125-20-033295 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 GROUP MEMBERS: BRYCE YOUNGREN GROUP MEMBERS: JONATHAN A. FLINT GROUP MEMBERS: POLARIS VENTURE MANAGEMENT CO. V, L.L.C. GROUP MEMBERS: POLARIS VENTURE PARTNERS ENTREPRENEURS FUND V, L.P. GROUP MEMBERS: POLARIS VENTURE PARTNERS FOUNDERS FUND V, L.P. GROUP MEMBERS: POLARIS VENTURE PARTNERS SPECIAL FOUNDERS FUND V, L.P. GROUP MEMBERS: TERRANCE G. MCGUIRE SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90631 FILM NUMBER: 20604682 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 IRS NUMBER: 204234825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 SC 13G/A 1 d884821dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2 (b)

(Amendment No. 1)

Cardlytics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

14161W105

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP #14161W105

CUSIP #14161W105

CUSIP #14161W105

CUSIP #14161W105

CUSIP #14161W105

CUSIP #14161W105

CUSIP #14161W105

CUSIP #14161W105

(1)	Based on 25,711,713 shares of Common Stock outstanding as of October 31, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 12, 2019.

CUSIP #14161W105

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 14, 2019 (the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are collectively, Polaris Venture Partners V, L.P. (“PVP V”), Polaris Venture Partners Entrepreneurs’ Fund V, L.P. (“PVPE V”), Polaris Venture Partners Founders’ Fund V, L.P. (“PVPFF V”), Polaris Venture Partners Special Founders’ Fund V, L.P. (“PVPSFF V”), Polaris Venture Management Co. V, L.L.C. (“PVM V”), Jonathan A. Flint (“Flint”), Terrance G. McGuire (“McGuire”) and Bryce Youngren (“Youngren”), a member of the Issuer’s board of directors. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.

ITEM 4. OWNERSHIP

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 25,711,713 shares of Common Stock outstanding as of October 31, 2019, as reported on the Issuer’s Quarterly Report on Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as filed with the United States Securities and Exchange Commission on November 12, 2019.

The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of January 29, 2020:

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person.

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: ☒

Material to be Filed as Exhibits.

Exhibit A – Agreement regarding filing of joint Schedule 13G.

Exhibit B – Power of Attorney (Jonathan A. Flint)

Exhibit C – Power of Attorney (Terrance G. McGuire)

Exhibit D – Power of Attorney (Bryce Youngren)

CUSIP #14161W105

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2020


POLARIS VENTURE PARTNERS V, L.P.
By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS FOUNDERS’ FUND V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

By:		*
		Authorized Signatory

CUSIP #14161W105


JONATHAN A. FLINT

By:		**
		Jonathan A. Flint

TERRANCE G. MCGUIRE

By:		**
		Terrance G. McGuire

BRYCE YOUNGREN

By:		**
		Bryce Youngren


By:		/s/ Lauren Crockett
Name:		Lauren Crockett
		Attorney-in-Fact

[*	This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

[**	This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included as exhibits to this Amendment No. 1.]

EX-99.A 2 d884821dex99a.htm EX-99.A EX-99.A

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Date: February 12, 2020


POLARIS VENTURE PARTNERS V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND V, L.P.
By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS FOUNDERS’ FUND V, L.P.
By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P.
By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

By:		*
		Authorized Signatory


JONATHAN A. FLINT

By:		**
		Jonathan A. Flint

TERRANCE G. MCGUIRE

By:		**
		Terrance G. McGuire

BRYCE YOUNGREN

By:		**
		Bryce Youngren


By:		/s/ Lauren Crockett
Name:		Lauren Crockett
		Attorney-in-Fact

[*	This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

[**	This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included as exhibits to this Amendment No. 1.]

EX-99.B 3 d884821dex99b.htm EX-99.B EX-99.B

Exhibit B

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Lauren Crockett, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 10^th day of June 2019.


By:		/s/ Jonathan A. Flint
Name: Jonathan A. Flint

EX-99.C 4 d884821dex99c.htm EX-99.C EX-99.C

Exhibit C

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 10^th day of June 2019.


By:		/s/ Terrance G. McGuire
Name: Terrence G. McGuire

EX-99.D 5 d884821dex99d.htm EX-99.D EX-99.D

Exhibit D

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 10^th day of June 2019.


By:		/s/ Bryce Youngren
Name: Bryce Youngren