Kirk Somers - Apr 5, 2022 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role: Chief Legal & Privacy Officer
Signature: /s/ Kirk L. Somers
Stock symbol: CDLX
Transactions as of: Apr 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/7/2022, 07:25 PM
Previous filing: Apr 5, 2022
Next filing: Apr 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDLX	Common Stock	Options Exercise	$0	+1.7K	+3.84%	$0.00	46.1K	Apr 5, 2022	Direct	F1
transaction	CDLX	Common Stock	Options Exercise	$0	+7.81K	+16.94%	$0.00	53.9K	Apr 6, 2022	Direct	F1

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	Restricted Stock Units	Options Exercise	$0	-1.7K	-24.99%	$0.00	5.11K	Apr 5, 2022	Common Stock	1.7K		Direct	F2, F3
transaction	CDLX	Performance Stock Unit	Options Exercise	$0	-7.81K	-50%	$0.00	7.81K	Apr 6, 2022	Common Stock	7.81K		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
F2	Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
F3	The RSUs shall vest in equal amounts annually over four years on the anniversary of the date of grant, provided that the Reporting Person remains employed by the Issuer on such vesting date.
F4	Each performance stock unit ("PSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
F5	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 vested 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.