Andrew Christiansen - 06 Oct 2021 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role: Chief Financial Officer
Signature: /s/ Kirk L. Somers, Attorney-in-Fact
Issuer symbol: CDLX
Transactions as of: 06 Oct 2021
Net transactions value: $0
Form type: 4
Filing time: 06 Oct 2021, 18:06:59 UTC
Previous filing: 10 Sep 2021
Next filing: 12 Oct 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDLX	Common Stock	Options Exercise		+3,750	+37%		13,877	06 Oct 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CDLX	Performance Stock Unit	Award	$0	+7,500		$0.000000	7,500	06 Oct 2021	Common Stock	7,500		Direct	F2, F3
transaction	CDLX	Performance Stock Unit	Options Exercise	$0	-3,750	-50%	$0.000000	3,750	06 Oct 2021	Common Stock	3,750		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
F2	Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F3	On October 6, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum number of advertisers with a specified billings threshold over a trailing 12-month period was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the advertiser count target ("advertiser tranche"). Fifty percent (50%) of the shares subject to the advertiser tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the advertiser tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the advertiser tranche of the awarded PSU will vest 12 months after the Certification, subject to continued service to the Issuer.