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