0000899243-20-002309.txt : 20200129 0000899243-20-002309.hdr.sgml : 20200129 20200129183748 ACCESSION NUMBER: 0000899243-20-002309 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200128 FILED AS OF DATE: 20200129 DATE AS OF CHANGE: 20200129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Youngren Bryce CENTRAL INDEX KEY: 0001489625 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 20559398 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-01-28 0 0001666071 Cardlytics, Inc. CDLX 0001489625 Youngren Bryce C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FL. BOSTON MA 02210 1 0 0 0 Common Stock 2020-01-28 4 S 0 8653 85.0361 D 22991 I See Footnote Common Stock 2020-01-28 4 S 0 5113 85.7079 D 17878 I See Footnote Common Stock 2020-01-28 4 S 0 193 86.465 D 17685 I See Footnote Common Stock 2020-01-28 4 S 0 169 85.0361 D 448 I See Footnote Common Stock 2020-01-28 4 S 0 100 85.7079 D 348 I See Footnote Common Stock 2020-01-28 4 S 0 4 86.465 D 344 I See Footnote Common Stock 2020-01-28 4 S 0 59 85.0361 D 157 I See Footnote Common Stock 2020-01-28 4 S 0 35 85.7079 D 122 I See Footnote Common Stock 2020-01-28 4 S 0 1 86.465 D 121 I See Footnote Common Stock 2020-01-28 4 S 0 87 85.0361 D 230 I See Footnote Common Stock 2020-01-28 4 S 0 51 85.7079 D 179 I See Footnote Common Stock 2020-01-28 4 S 0 2 86.465 D 177 I See Footnote Common Stock 9010 D The sale of these shares were effected pursuant to Rule 10b5-1 trading plans adopted by each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") on December 16, 2019. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.38 to $85.37, 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 (2) to this Form 4. The reportable securities are owned directly by 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.38 to $86.37, 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 (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.38 to $86.55, 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 (5) to this Form 4. The reportable securities are owned directly by 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. The reportable securities are owned directly by 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. The reportable securities are owned directly by 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. /s/ Lauren Crockett, Attorney-in-Fact for Bryce Youngren 2020-01-29