Scott D. Grimes - Dec 9, 2021 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role
Director
Signature
/s/ Kirk Somers, Attorney-in-Fact
Stock symbol
CDLX
Transactions as of
Dec 9, 2021
Transactions value $
-$1,251,142
Form type
4
Date filed
12/13/2021, 03:18 PM
Previous filing
Dec 6, 2021
Next filing
Dec 20, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction CDLX Common Stock +Options Exercise +39,375 +16.76% 274,334 Dec 9, 2021 Direct F1
transaction CDLX Common Stock -Sell -$419,926 -6,211 -2.26% $67.61 268,123 Dec 10, 2021 Direct F2, F3
transaction CDLX Common Stock -Sell -$730,673 -10,645 -3.97% $68.64 257,478 Dec 10, 2021 Direct F2, F4
transaction CDLX Common Stock -Sell -$100,543 -1,450 -0.56% $69.34 256,028 Dec 10, 2021 Direct F2, F5
holding CDLX Common Stock 55,112 Dec 9, 2021 See Footnote F6

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 +Grant/Award $0 +78,750 $0.00 78,750 Dec 9, 2021 Common Stock 78,750 Direct F1, F7
transaction CDLX Performance Stock Unit -Options Exercise $0 -39,375 -50% $0.00 39,375 Dec 9, 2021 Common Stock 39,375 Direct F1, F7

Explanation of Responses:

Id Content
F1 Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F2 Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for performance stock units that vested on December 9, 2021.
F3 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $67.10 to $68.07, 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 (3), (4) and (5) to this Form 4.
F4 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $68.10 to $69.07, inclusive.
F5 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $69.10 to $69.56, inclusive.
F6 The reportable securities are held by the 2013 Scott Grimes GRAT UAD.
F7 On December 9, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum growth rate in adjusted contribution was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted contribution growth target ("adjusted contribution growth tranche"). Fifty percent (50%) of the shares subject to the adjusted contribution growth tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the adjusted contribution growth tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the adjusted contribution growth tranche of the awarded PSU will vest 12 months after the Certification, subject to continued service to the Issuer.