Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-045917
Date:2019-08-12
Issuer: CARDLYTICS, INC. (CDLX)
Original Submission Date:

Reporting Person:

BALEN JOHN V
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-08-12 S 84,185 d $31.80 103,498 indirect f2
COMMON STOCK 2019-08-12 S 2,600 d $33.11 100,898 indirect f2
COMMON STOCK 2019-08-13 S 100,898 d $32.00 0 indirect f2
COMMON STOCK 2019-08-12 0 $0.00 15,721 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $31.75 - $32.185, inclusive. the reporting persons undertake 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 range set forth in this footnote.
f2 the reportable securities are held directly by canaan viii, lp (the "canaan fund"). canaan partners viii llc ("canaan viii" and together with the canaan fund, the "canaan entities") is the sole general partner of the canaan fund. investment and voting decisions with respect to the shares held by the canaan fund are made by the managers of canaan viii, collectively. john balen, a manager and member of canaan viii, serves as the representative of the canaan entities on the issuer's board of directors. mr. balen disclaims beneficial ownership in the securities held by the canaan entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in canaan viii.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $33.00 - $33.21, inclusive. the reporting persons undertake 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 range set forth in this footnote.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $31.75 - $32.50, inclusive. the reporting persons undertake 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 range set forth in this footnote.
f5 includes 3,074 and 1,392 shares received by the reporting person pursuant to pro rata distributions, for no consideration, by the canaan fund on june 20, 2019 and july 24, 2019, respectfully. the aforementioned distributions were made in accordance with the exemptions afforded by rule 16a-13 and rule 16a-9 of the securities exchange act of 1934, as amended.
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