0001209191-18-008597.txt : 20180208
0001209191-18-008597.hdr.sgml : 20180208
20180208201807
ACCESSION NUMBER: 0001209191-18-008597
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180208
FILED AS OF DATE: 20180208
DATE AS OF CHANGE: 20180208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Youngren Bryce
CENTRAL INDEX KEY: 0001489625
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38386
FILM NUMBER: 18587303
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: 888-795-5802
MAIL ADDRESS:
STREET 1: 675 PONCE DE LEON AVENUE, NE
STREET 2: SUITE 6000
CITY: ATLANTA
STATE: GA
ZIP: 30308
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-02-08
0
0001666071
Cardlytics, Inc.
CDLX
0001489625
Youngren Bryce
C/O POLARIS PARTNERS
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
1
0
1
0
Series A-R Redeemable Convertible Preferred Stock
Common Stock
771947
I
See Footnote
Series A-R Redeemable Convertible Preferred Stock
Common Stock
15045
I
See Footnote
Series A-R Redeemable Convertible Preferred Stock
Common Stock
5287
I
See Footnote
Series A-R Redeemable Convertible Preferred Stock
Common Stock
7719
I
See Footnote
Series B-R Redeemable Convertible Preferred Stock
Common Stock
931174
I
See Footnote
Series B-R Redeemable Convertible Preferred Stock
Common Stock
18148
I
See Footnote
Series B-R Redeemable Convertible Preferred Stock
Common Stock
6378
I
See Footnote
Series B-R Redeemable Convertible Preferred Stock
Common Stock
9311
I
See Footnote
Series C-R Redeemable Convertible Preferred Stock
Common Stock
417683
I
See Footnote
Series C-R Redeemable Convertible Preferred Stock
Common Stock
8140
I
See Footnote
Series C-R Redeemable Convertible Preferred Stock
Common Stock
2861
I
See Footnote
Series C-R Redeemable Convertible Preferred Stock
Common Stock
4176
I
See Footnote
Series D-R Redeemable Convertible Preferred Stock
Common Stock
164446
I
See Footnote
Series D-R Redeemable Convertible Preferred Stock
Common Stock
3205
I
See Footnote
Series D-R Redeemable Convertible Preferred Stock
Common Stock
1126
I
See Footnote
Series D-R Redeemable Convertible Preferred Stock
Common Stock
1644
I
See Footnote
Series E-R Redeemable Convertible Preferred Stock
Common Stock
25571
I
See Footnote
Series E-R Redeemable Convertible Preferred Stock
Common Stock
498
I
See Footnote
Series E-R Redeemable Convertible Preferred Stock
Common Stock
175
I
See Footnote
Series E-R Redeemable Convertible Preferred Stock
Common Stock
255
I
See Footnote
Series G Redeemable Convertible Preferred Stock
Common Stock
27988
I
See Footnote
Series G Redeemable Convertible Preferred Stock
Common Stock
545
I
See Footnote
Series G Redeemable Convertible Preferred Stock
Common Stock
191
I
See Footnote
Series G Redeemable Convertible Preferred Stock
Common Stock
280
I
See Footnote
Series G? Redeemable Convertible Preferred Stock
Common Stock
205020
I
See Footnote
Series G? Redeemable Convertible Preferred Stock
Common Stock
3995
I
See Footnote
Series G? Redeemable Convertible Preferred Stock
Common Stock
1404
I
See Footnote
Series G? Redeemable Convertible Preferred Stock
Common Stock
2050
I
See Footnote
Each share of Series A-R Redeemable Convertible Preferred Stock, Series B-R Redeemable Convertible Preferred Stock, Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series E-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and Series G' Redeemable Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. All shares of the Issuer's Redeemable Convertible Preferred Stock will be converted into the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration.
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.
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.
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.
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.
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Max Eisenberg, Attorney-in-Fact for Bryce Youngren
2018-02-08
EX-24.3_767472
2
poa.txt
POA DOCUMENT
Exhibit 24
POWER OF ATTORNEY
The undersigned (the "Reporting Person") hereby constitutes and appoints Max
Benjamin Eisenberg, signing singly, with full power of substitution, as the
Reporting Person's true and lawful attorney in fact to:
(1) prepare, execute in the Reporting Person's name and on the Reporting
Person's behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the Reporting
Person to make electronic filings with the SEC of Reports required by Section
16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the
SEC;
(2) prepare and file on behalf of such Reporting Person any and all reports,
notices, communications and other documents (including, but not limited to,
reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5)
that such Reporting Person may be required to file with the SEC pursuant to the
Securities Act of 1933, as amended (together with the implementing regulations
thereto, the "Act") and the Securities Exchange Act of 1934, as amended
(together with the implementing regulations thereto, the "Exchange Act")
(collectively, the "Reports") with respect to the Reporting Person's (a) status
as an officer or director of, or (b) ownership of, or transactions in, the
securities of, any entity whose securities are beneficially owned (directly or
indirectly) by the Reporting Person ("Portfolio Companies");
(3) do and perform any and all acts for and on behalf of the Reporting Person
which may be necessary or desirable to complete and execute any such Reports,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the Reporting Person, it being
understood that the documents executed by such attorney in fact on behalf of the
Reporting Person pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney in fact may approve in
such attorney in fact's discretion.
The Reporting Person hereby grants to such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the Reporting Person
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney in fact, or
such attorney in fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The Reporting Person acknowledges that the foregoing attorney in fact,
in serving in such capacity at the request of the Reporting Person, is not
assuming any of the Reporting Person's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.
This Power of Attorney with respect to the Reporting Person shall remain in full
force and effect until such Reporting Person is no longer required to file any
Reports with respect to the Reporting Person's ownership of, or transactions in,
the securities of Portfolio Companies, unless earlier revoked in a signed
writing delivered to the foregoing attorney in fact.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of this 9th day of September, 2016.
/s/ Bryce Youngren
Bryce Youngren