0001666071-19-000167.txt : 20191127 0001666071-19-000167.hdr.sgml : 20191127 20191127191259 ACCESSION NUMBER: 0001666071-19-000167 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: Grimes Scott D. CENTRAL INDEX KEY: 0001617486 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 191259384 MAIL ADDRESS: STREET 1: C/O EVERGY, INC. STREET 2: 1200 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 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_157489996215812.xml FORM 4 X0306 4 2019-11-25 0 0001666071 Cardlytics, Inc. CDLX 0001617486 Grimes Scott D. C/O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA GA 30308 1 1 0 0 Chief Executive Officer Common Stock 2019-11-25 4 S 0 4834 55.08 D 369606 D Common Stock 2019-11-25 4 S 0 800 56.16 D 368806 D Common Stock 2019-11-25 4 S 0 4366 57.31 D 364440 D Common Stock 2019-11-25 4 M 0 39375 A 403815 D Common Stock 2019-11-25 4 M 0 39375 A 443190 D Common Stock 2019-11-26 4 S 0 36440 56.38 D 406750 D Common Stock 800 I By immediate family member Common Stock 144112 I See Footnote Performance Stock Unit 2019-11-25 4 A 0 78750 0 A Common Stock 78750.0 157500 D Performance Stock Unit 2019-11-25 4 M 0 39375 0 D Common Stock 39375.0 118125 D Performance Stock Unit 2019-11-25 4 M 0 39375 0 D Common Stock 39375.0 78750 D These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 5, 2018, as amended May 14, 2019. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $54.765 to $55.75, 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 (2), (3), (4) and (7) to this Form 4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.78 to $56.77, inclusive. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.91 to $57.81, inclusive. 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 $56.00 to $56.83, inclusive. The reportable securities are held by the 2013 Scott Grimes GRAT UAD. 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 Somers, Attorney-in-Fact 2019-11-27