0001209191-18-008585.txt : 20180208 0001209191-18-008585.hdr.sgml : 20180208 20180208192723 ACCESSION NUMBER: 0001209191-18-008585 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180208 FILED AS OF DATE: 20180208 DATE AS OF CHANGE: 20180208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aeroplan Holdings Europe Sarl CENTRAL INDEX KEY: 0001730689 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 18587163 BUSINESS ADDRESS: STREET 1: 525 VIGER AVENUE WEST, SUITE 1000 CITY: MONTREAL STATE: A8 ZIP: H2Z 0B2 BUSINESS PHONE: (514) 451-4106 MAIL ADDRESS: STREET 1: 525 VIGER AVENUE WEST, SUITE 1000 CITY: MONTREAL STATE: A8 ZIP: H2Z 0B2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aimia Holdings UK Ltd CENTRAL INDEX KEY: 0001730692 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 18587162 BUSINESS ADDRESS: STREET 1: 525 VIGER AVENUE WEST, SUITE 1000 CITY: MONTREAL STATE: A8 ZIP: H2Z 0B2 BUSINESS PHONE: (514)451-4106 MAIL ADDRESS: STREET 1: 525 VIGER AVENUE WEST, SUITE 1000 CITY: MONTREAL STATE: A8 ZIP: H2Z 0B2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aimia Inc. CENTRAL INDEX KEY: 0001730719 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 18587164 BUSINESS ADDRESS: STREET 1: 525 VIGER AVENUE WEST, SUITE 1000 CITY: MONTREAL STATE: A8 ZIP: H2Z 0B2 BUSINESS PHONE: (514) 451-4106 MAIL ADDRESS: STREET 1: 525 VIGER AVENUE WEST, SUITE 1000 CITY: MONTREAL STATE: A8 ZIP: H2Z 0B2 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: 888-795-5802 MAIL ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-02-08 0 0001666071 Cardlytics, Inc. CDLX 0001730719 Aimia Inc. 525 VIGER AVENUE WEST, SUITE 1000 MONTREAL A8 H2Z 0B2 QUEBEC, CANADA 0 0 1 0 0001730689 Aeroplan Holdings Europe Sarl 525 VIGER AVENUE WEST, SUITE 1000 MONTREAL A8 H2Z 0B2 QUEBEC, CANADA 0 0 1 0 0001730692 Aimia Holdings UK Ltd 525 VIGER AVENUE WEST, SUITE 1000 MONTREAL A8 H2Z0B2 QUEBEC, CANADA 0 0 1 0 Common Stock 801329 I See Footnote Series C-R Redeemable Convertible Preferred Stock Common Stock 212008 I See Footnote Series D-R Redeemable Convertible Preferred Stock Common Stock 972927 I See Footnote Series E-R Redeemable Convertible Preferred Stock Common Stock 609523 I See Footnote Series G' Redeemable Convertible Preferred Stock Common Stock 159207 I See Footnote Series G' Redeemable Convertible Preferred Stock Common Stock 223020 I See Footnote The reportable securities are owned directly by Aimia Holdings UK Limited, which is an affiliate of Aimia Inc. Each share of Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series E-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and Series G' Redeemable Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis, has no expiration date and will convert upon the closing of the Issuer's initial public offering. The reportable securities are owned directly by Aeroplan Holdings Europe Sarl, which is an affiliate of Aimia Inc. Exhibit List - Exhibit 24 - Power of Attorney /s/ Kirk L. Somers, Attorney-in-Fact 2018-02-08 /s/ Kirk L. Somers, Attorney-in-Fact 2018-02-08 /s/ Kirk L. Somers, Attorney-in-Fact 2018-02-08 EX-24.3_767460 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Nicole Brookshire, Richard Segal, Esther Cho and Jason Minio of Cooley LLP, and David T. Evans and Kirk L. Somers of Cardlytics, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each 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 undersigned 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 undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: February 6, 2018 AIMIA INC. By: /s/ Edouard Vo-Quang Name: Edouard Vo-Quang Title: General Counsel Date: February 6, 2018 AIMIA HOLDINGS UK LIMITED By: /s/ Edouard Vo-Quang Name: Edouard Vo-Quang Title: Director Date: February 6, 2018 AERPPLAN HOLDINGS EUROPE SARL By: /s/ Steven Leonard Name: Steven Leonard Title: Manager