Nicholas Hollmeyer Lynton - 09 Dec 2022 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role: Chief Legal & Privacy Officer
Signature: /s/ Nick Lynton
Issuer symbol: CDLX
Transactions as of: 09 Dec 2022
Net transactions value: $0
Form type: 4
Filing time: 13 Dec 2022, 16:30:50 UTC
Previous filing: 10 Nov 2022
Next filing: 13 Jan 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDLX	Common Stock	Options Exercise	$0	+1,250	+15%	$0.000000	9,373	09 Dec 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
transaction	CDLX	Performance Stock Unit	Options Exercise	$0	-1,250	-100%	$0.000000^*	0	09 Dec 2022	Common Stock	1,250		Direct	F1, F2

* 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	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 vested 12 months after the Certification.

Content

Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

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 vested 12 months after the Certification.