Nicholas Hollmeyer Lynton - Jul 28, 2022 Form 3 Insider Report for Cardlytics, Inc. (CDLX)

Role
Chief Legal & Privacy Officer
Signature
/s/ Nick Lynton
Stock symbol
CDLX
Transactions as of
Jul 28, 2022
Transactions value $
$0
Form type
3
Date filed
8/8/2022, 04:42 PM
Next filing
Nov 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CDLX Common Stock 6.99K Jul 28, 2022 Direct

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
holding CDLX Employee Stock Option (Right to Buy) Jul 28, 2022 Common Stock 779 $24.48 Direct F1
holding CDLX Restricted Stock Unit Jul 28, 2022 Common Stock 625 Direct F2, F3
holding CDLX Restricted Stock Unit Jul 28, 2022 Common Stock 1.61K Direct F3, F4
holding CDLX Restricted Stock Unit Jul 28, 2022 Common Stock 2.05K Direct F3, F5
holding CDLX Restricted Stock Unit Jul 28, 2022 Common Stock 830 Direct F3, F6
holding CDLX Restricted Stock Unit Jul 28, 2022 Common Stock 9.3K Direct F3, F7
holding CDLX Restricted Stock Unit Jul 28, 2022 Common Stock 38.2K Direct F3, F8
holding CDLX Performance Stock Unit Jul 28, 2022 Common Stock 1.25K Direct F3, F9
holding CDLX Performance Stock Unit Jul 28, 2022 Common Stock 1.25K Direct F3, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fully vested.
F2 The shares under this award vest in full on April 2, 2023, provided the Reporting Person continuously provides service to the Issuer through the vesting date.
F3 Each restricted stock unit ("RSU") and performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F4 Fifty percent (50%) of the shares under this award vest on April 1, 2023, and fifty percent (50%) of this award vest on April 1, 2024, provided the Reporting Person continuously provides service to the Issuer through the vesting dates.
F5 One-third (33%) of the shares under this award vest on April 20, 2023, one-third (33%) of the shares under this award vest on April 20, 2024, and one-third (33%) of the shares under this award vest on April 20, 2025, provided the Reporting Person continuously provides service to the Issuer through the vesting dates.
F6 Fifty percent (50%) of the shares under this award vest on October 1, 2022, and fifty percent (50%) of this award vest on October 1, 2023, provided the Reporting Person continuously provides service to the Issuer through the vesting dates.
F7 Twenty-five percent (25%) of the shares under this award vest on April 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
F8 Twenty-five percent (25%) of the shares under this award vest on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
F9 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 "October Certification") resulting in the award of the tranche of the PSU grant related to achieving the advertiser count target ("advertiser tranche"). The shares subject to the advertiser tranche of the awarded PSU will vest 12 months after the October Certification, subject to continued service to the Issuer through the vesting date.
F10 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 "December Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted contribution growth target ("adjusted contribution growth tranche"). The shares subject to the adjusted contribution growth tranche of the awarded PSU will vest 12 months after the December Certification, subject to continued service to the Issuer through the vesting date.