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