| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDLX | Common Stock | -Sell | -$63,500 | -804 | -1.23% | $78.98 | 64,308 | Oct 4, 2021 | See Footnote | F1, F2, F3 |
| transaction | CDLX | Common Stock | -Sell | -$40,080 | -501 | -0.78% | $80.00 | 63,807 | Oct 4, 2021 | See Footnote | F1, F3, F4 |
| transaction | CDLX | Common Stock | -Sell | -$11,195 | -138 | -0.22% | $81.12 | 63,669 | Oct 4, 2021 | See Footnote | F1, F3, F5 |
| transaction | CDLX | Common Stock | -Sell | -$45,696 | -557 | -0.87% | $82.04 | 63,112 | Oct 4, 2021 | See Footnote | F1, F3, F6 |
| transaction | CDLX | Common Stock | +Options Exercise | +39,375 | +17.45% | 265,049 | Oct 6, 2021 | Direct | F7, F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDLX | Performance Stock Unit | +Grant/Award | $0 | +78,750 | $0.00 | 78,750 | Oct 6, 2021 | Common Stock | 78,750 | Direct | F8, F9 | ||
| transaction | CDLX | Performance Stock Unit | -Options Exercise | $0 | -39,375 | -50% | $0.00 | 39,375 | Oct 6, 2021 | Common Stock | 39,375 | Direct | F8, F9 |
| 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. |