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