0001666071-20-000270.txt : 20201006 0001666071-20-000270.hdr.sgml : 20201006 20201006170032 ACCESSION NUMBER: 0001666071-20-000270 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200930 FILED AS OF DATE: 20201006 DATE AS OF CHANGE: 20201006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Evans David Thomas CENTRAL INDEX KEY: 0001730451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38386 FILM NUMBER: 201227347 MAIL ADDRESS: STREET 1: C/O CARDLYTICS, INC. STREET 2: 675 PONCE DE LEON AVENUE NE, SUITE 6000 CITY: ATLANTA STATE: GA ZIP: 30308 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_160201801959452.xml FORM 4 X0306 4 2020-09-30 0 0001666071 Cardlytics, Inc. CDLX 0001730451 Evans David Thomas C/O CARDLYTICS, INC. 675 PONCE DE LEON AVENUE NE, SUITE 6000 ATLANTA GA 30308 0 1 0 0 Chief Administrative Officer Common Stock 2020-09-30 4 M 0 87500 0 A 95076 D Common Stock 2020-09-30 4 M 0 10937 0 A 106013 D Restricted Stock Unit 2020-09-30 4 M 0 87500 0 D Common Stock 87500.0 0 D Performance Stock Unit 2020-09-30 4 M 0 10937 0 D Common Stock 10937.0 0 D Represents the underlying vested shares of common stock of the Issuer which have not been delivered. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent. Each performance stock unit ("PSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent. Fully vested upon the Reporting Person's retirement in accordance with the terms of his Separation and Release agreement dated July 28, 2020. The underlying shares of common stock have not been delivered. 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 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 and were delivered on November 25, 2019. Twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested and were delivered on May 25, 2020, 6 months after the Certification. The remaining 25% of shares became fully vested on September 30, 2020 upon the Reporting Person's retirement in accordance with his Separation and Release agreement dated July 28, 2020, but have not yet been delivered. /s/ Kirk Somers, Attorney-in-Fact 2020-10-06