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		+39.4K	+16.76%		274K	Dec 9, 2021	Direct	F1
transaction	CDLX	Common Stock	Sale	-$420K	-6.21K	-2.26%	$67.61^*	268K	Dec 10, 2021	Direct	F2, F3
transaction	CDLX	Common Stock	Sale	-$731K	-10.6K	-3.97%	$68.64^*	257K	Dec 10, 2021	Direct	F2, F4
transaction	CDLX	Common Stock	Sale	-$101K	-1.45K	-0.56%	$69.34^*	256K	Dec 10, 2021	Direct	F2, F5
holding	CDLX	Common Stock						55.1K	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	Award	$0	+78.8K		$0.00	78.8K	Dec 9, 2021	Common Stock	78.8K		Direct	F1, F7
transaction	CDLX	Performance Stock Unit	Options Exercise	$0	-39.4K	-50%	$0.00	39.4K	Dec 9, 2021	Common Stock	39.4K		Direct	F1, F7

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

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.