0001209191-18-008590.txt : 20180208 0001209191-18-008590.hdr.sgml : 20180208 20180208200142 ACCESSION NUMBER: 0001209191-18-008590 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: Laube Lynne Marie CENTRAL INDEX KEY: 0001730687 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 18587261 MAIL ADDRESS: STREET 1: C/O CARDLYTICS, INC. STREET 2: 675 PONCE DE LEON AVENUE NE, SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 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 0001730687 Laube Lynne Marie C\O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA GA 30308 1 1 0 0 Chief Operating Officer Common Stock 403139 D Common Stock 43675 I See Footnote Common Stock 43675 I See Footnote Series G? Redeemable Convertible Preferred Stock Common Stock 13983 D Restricted Stock Unit Series G? Redeemable Convertible Preferred Stock 1104 D Restricted Stock Unit Series G? Redeemable Convertible Preferred Stock 2045 D Restricted Stock Unit Series G? Redeemable Convertible Preferred Stock 1193 D Employee Stock Option (Right to Buy) 8.32 2023-07-18 Common Stock 62499 D Employee Stock Option (Right to Buy) 20.00 2026-08-02 Common Stock 49291 D Employee Stock Option (Right to Buy) 30.44 2027-07-07 Common Stock 56250 D The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright (the "HMA GRAT"). The Reporting Person is the trustee of the HMA GRAT. The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright (the "KGA GRAT"). The Reporting Person is the trustee of the KGA GRAT. Each share of 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 restricted stock units (the "RSUs") will vest and settle upon the completion of the Issuer's initial public offering. Each RSU represents a contingent right to receive one share of the Issuer's Series G' Redeemable Convertible Preferred Stock. Fully vested. This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on June 15, 2017 (the "Initial Vesting Date"). The option shares becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period. This option becomes exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on April 1, 2018 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period. Exhibit List - Exhibit 24 - Power of Attorney /s/ Kirk L. Somers, Attorney-in-Fact 2018-02-08 EX-24.3_767465 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 5, 2018 By: /s/ Lynne M. Laube Lynne M. Laube