0001666071-20-000258.txt : 20200828 0001666071-20-000258.hdr.sgml : 20200828 20200828160824 ACCESSION NUMBER: 0001666071-20-000258 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: Grimes Scott D. CENTRAL INDEX KEY: 0001617486 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 201147943 MAIL ADDRESS: STREET 1: C/O EVERGY, INC. STREET 2: 1200 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 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_159864528843893.xml FORM 4 X0306 4 2020-08-26 0 0001666071 Cardlytics, Inc. CDLX 0001617486 Grimes Scott D. C/O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA GA 30308 1 1 0 0 Executive Chairman Common Stock 2020-08-26 4 M 0 19687 A 244950 D Common Stock 2020-08-27 4 S 0 3810 80.25 D 241140 D Common Stock 2020-08-27 4 S 0 3850 87.59 D 237290 D Common Stock 2020-08-27 4 S 0 1500 81.80 D 235790 D Common Stock 117112 I See Footnote Performance Stock Unit 2020-08-26 4 M 0 19687 0 D Common Stock 19687.0 19687 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 $79.64 to $80.59, 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 $80.6372 to $81.56, inclusive. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $81.61 to $81.99, inclusive. The reportable securities are held by the 2013 Scott Grimes GRAT UAD. 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 Somers, Attorney-in-Fact 2020-08-28