Scott D. Grimes - Oct 4, 2021 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role
Director
Signature
/s/ Kirk Somers, Attorney-in-Fact
Stock symbol
CDLX
Transactions as of
Oct 4, 2021
Transactions value $
-$160,471
Form type
4
Date filed
10/6/2021, 06:15 PM
Previous filing
Sep 21, 2021
Next filing
Oct 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDLX Common Stock Sale -$63.5K -804 -1.23% $78.98* 64.3K Oct 4, 2021 See Footnote F1, F2, F3
transaction CDLX Common Stock Sale -$40.1K -501 -0.78% $80.00* 63.8K Oct 4, 2021 See Footnote F1, F3, F4
transaction CDLX Common Stock Sale -$11.2K -138 -0.22% $81.12* 63.7K Oct 4, 2021 See Footnote F1, F3, F5
transaction CDLX Common Stock Sale -$45.7K -557 -0.87% $82.04* 63.1K Oct 4, 2021 See Footnote F1, F3, F6
transaction CDLX Common Stock Options Exercise +39.4K +17.45% 265K Oct 6, 2021 Direct F7, F8

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 +78.8K $0.00 78.8K Oct 6, 2021 Common Stock 78.8K Direct F8, F9
transaction CDLX Performance Stock Unit Options Exercise $0 -39.4K -50% $0.00 39.4K Oct 6, 2021 Common Stock 39.4K Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the 2013 Scott Grimes GRAT UAD (the "GRAT") on November 15, 2019, as amended March 12, 2020.
F2 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $78.58 to $79.57, 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 (2), (4), (5) and (6) to this Form 4.
F3 The reportable securities are held by the GRAT.
F4 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $79.58 to $80.52, inclusive.
F5 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $80.61 to $81.52, inclusive.
F6 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $81.65 to $82.53, inclusive.
F7 Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
F8 Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F9 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.