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