Andrew Christiansen - 09 Dec 2021 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Signature
/s/ Kirk L. Somers, Attorney-in-Fact
Issuer symbol
CDLX
Transactions as of
09 Dec 2021
Net transactions value
-$137,070
Form type
4
Filing time
13 Dec 2021, 15:19:02 UTC
Previous filing
10 Nov 2021
Next filing
11 Jan 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDLX Common Stock Options Exercise +3,750 +34% 14,844 09 Dec 2021 Direct F1
transaction CDLX Common Stock Sale $17,862 -250 -1.7% $71.45* 14,594 10 Dec 2021 Direct F2
transaction CDLX Common Stock Sale $36,447 -539 -3.7% $67.62* 14,055 10 Dec 2021 Direct F3, F4
transaction CDLX Common Stock Sale $56,301 -820 -5.8% $68.66* 13,235 10 Dec 2021 Direct F3, F5
transaction CDLX Common Stock Sale $26,459 -380 -2.9% $69.63* 12,855 10 Dec 2021 Direct F3, 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 +7,500 $0.000000 7,500 09 Dec 2021 Common Stock 7,500 Direct F1, F7
transaction CDLX Performance Stock Unit Options Exercise $0 -3,750 -50% $0.000000 3,750 09 Dec 2021 Common Stock 3,750 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 These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 13, 2020.
F3 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.
F4 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $67.18 to $68.17, 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 (4), (5) and (6) to this Form 4.
F5 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $68.18 to $69.08, inclusive.
F6 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $69.28 to $70.13, inclusive.
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.