Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-022130
Date:2019-08-16
Issuer: CARDLYTICS, INC. (CDLX)
Original Submission Date:

Reporting Person:

YOUNGREN BRYCE
C/O POLARIS PARTNERS
ONE MARINA PARK DRIVE, 10TH FL. BOSTON, MA 02210

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 2019-08-16 S 59,159 d $34.27 1,680,270 indirect f2
COMMON STOCK 2019-08-20 S 3,355 d $33.03 1,676,915 indirect f2
COMMON STOCK 2019-08-16 S 1,153 d $34.27 32,743 indirect f4
COMMON STOCK 2019-08-20 S 65 d $33.03 32,678 indirect f4
COMMON STOCK 2019-08-16 S 405 d $34.27 11,506 indirect f5
COMMON STOCK 2019-08-20 S 23 d $33.03 11,483 indirect f5
COMMON STOCK 2019-08-16 S 592 d $34.27 16,821 indirect f7
COMMON STOCK 2019-08-20 S 34 d $33.03 16,787 indirect f7
COMMON STOCK 2019-08-16 0 $0.00 8,484 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 $34.00 to $34.61, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the securities exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this form 4.
f2 the reportable securities are owned directly by polaris venture partners v, l.p. ("pvp v"). polaris venture management co. v, l.l.c. ("pvm v") is the general partner of pvp v. the reporting person, a member of the issuer's board of directors, is a member of pvm v. each of jonathan a. flint ("flint") and terrance g. mcguire ("mcguire") are the managing members of pvm v. each of flint, mcguire and the reporting person, in their respective capacities with respect to pvm v, may be deemed to have shared voting and dispositive power over the shares held by pvp v. each of pvm v, flint, mcguire and the reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
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 to $33.18, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the securities exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this form 4.
f4 the reportable securities are owned directly by polaris venture partners entrepreneurs' fund v, l.p. ("pvpe v"). pvm v is the general partner of pvpe v. the reporting person, a member of the issuer's board of directors, is a member of pvm v. each of flint and mcguire are the managing members of pvm v. each of flint, mcguire and the reporting person, in their respective capacities with respect to pvm v, may be deemed to have shared voting and dispositive power over the shares held by pvpe v. each of pvm v, flint, mcguire and the reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
f5 the reportable securities are owned directly by polaris venture partners founders' fund v, l.p. ("pvpff v"). pvm v is the general partner of pvpff v. the reporting person, a member of the issuer's board of directors, is a member of pvm v. each of flint and mcguire are the managing members of pvm v. each of flint, mcguire and the reporting person, in their respective capacities with respect to pvm v, may be deemed to have shared voting and dispositive power over the shares held by pvpff v. each of pvm v, flint, mcguire and the reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
f6 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $33.00 to $33.17, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the securities exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this form 4.
f7 the reportable securities are owned directly by polaris venture partners special founders' fund v, l.p. ("pvpsff v"). pvm v is the general partner of pvpsff v. the reporting person, a member of the issuer's board of directors, is a member of pvm v. each of flint and mcguire are the managing members of pvm v. each of flint, mcguire and the reporting person, in their respective capacities with respect to pvm v, may be deemed to have shared voting and dispositive power over the shares held by pvpsff v. each of pvm v, flint, mcguire and the reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
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