0001666071-19-000166.txt : 20191127 0001666071-19-000166.hdr.sgml : 20191127 20191127191237 ACCESSION NUMBER: 0001666071-19-000166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191125 FILED AS OF DATE: 20191127 DATE AS OF CHANGE: 20191127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOMERS KIRK CENTRAL INDEX KEY: 0001204015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 191259383 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cardlytics, Inc. CENTRAL INDEX KEY: 0001666071 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263039436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 888-798-5802 MAIL ADDRESS: STREET 1: 675 PONCE DE LEON AVENUE, NE STREET 2: SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 4 1 wf-form4_157489994039629.xml FORM 4 X0306 4 2019-11-25 0 0001666071 Cardlytics, Inc. CDLX 0001204015 SOMERS KIRK C/O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA GA 30308 0 1 0 0 Chief Legal & Privacy Officer Common Stock 2019-11-25 4 M 0 1491 9.08 A 43829 D Common Stock 2019-11-25 4 M 0 31785 20 A 75614 D Common Stock 2019-11-25 4 S 0 33276 56.38 D 42338 D Common Stock 2019-11-25 4 M 0 15625 A 57963 D Common Stock 2019-11-25 4 M 0 15625 A 73588 D Common Stock 2019-11-26 4 S 0 10100 55.88 D 63488 D Common Stock 2019-11-26 4 S 0 5426 56.22 D 58062 D Employee Stock Option (Right to Buy) 9.08 2019-11-25 4 M 0 1491 0 D 2024-08-01 Common Stock 1491.0 26008 D Employee Stock Option (Right to Buy) 20.0 2019-11-25 4 M 0 22671 0 D 2026-08-02 Common Sock 22671.0 14664 D Employee Stock Option (Right to Buy) 20.0 2019-11-25 4 M 0 9114 0 D 2026-12-06 Common Sock 9114.0 3386 D Performance Stock Unit 2019-11-25 4 A 0 31250 0 A Common Sock 31250.0 62500 D Performance Stock Unit 2019-11-25 4 M 0 15625 0 D Common Sock 15625.0 46875 D Performance Stock Unit 2019-11-25 4 M 0 15625 0 D Common Sock 15625.0 31250 D Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock. Shares sold to satisfy withholding tax obligations upon the vesting of the performance stock units. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.73 to $55.99, inclusive. The Reporting Person undertakes 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 ranges set forth in footnotes (3) and (4) to this Form 4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.77, inclusive. Fully vested. This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on June 15, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period. This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on December 6, 2017 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period. On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 12 months after the Certification. On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019, twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 12 months after the Certification. /s/ Kirk L. Somers 2019-11-27