Andrew Christiansen - Jun 9, 2022 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role: Chief Financial Officer
Signature: /s/ Jason Minio, Attorney-in-Fact
Stock symbol: CDLX
Transactions as of: Jun 9, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/20/2022, 04:57 PM
Previous filing: May 10, 2022
Next filing: Aug 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDLX	Common Stock	Options Exercise	$0	+1.88K	+9.73%	$0.00	21.1K	Jun 9, 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	Performance Stock Unit	Options Exercise	$0	-1.88K	-50%	$0.00	1.88K	Jun 9, 2022	Common Stock	1.88K		Direct	F2, F3
transaction	CDLX	Restricted Stock Units	Award	$0	+30.1K		$0.00	30.1K	Jul 18, 2022	Common Stock	30.1K		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 performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F3	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 vested 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.
F4	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.
F5	The RSUs shall vest in full on the anniversary of the date of grant, provided that the Reporting Person remains employed by the Issuer on such vesting date.