SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lynton Nicholas Hollmeyer
(Last) (First) (Middle)
C/O CARDLYTICS, INC.
675 PONCE DE LEON AVENUE NE, SUITE 6000
(Street)
ATLANTA GA 30308
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal & Privacy Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2023 M 25,000(1) A $0 45,122 D
Common Stock 07/01/2023 M 581(1) A $0 45,703 D
Common Stock 07/01/2023 M 6,311(1) A $0 52,014 D
Common Stock 07/03/2023 S 9,906(2) D $6.126(3) 42,108 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (4) 07/01/2023 M 25,000 (5) (5) Common Stock 25,000 $0 75,000 D
Restricted Stock Unit (4) 07/01/2023 M 581 (6) (6) Common Stock 581 $0 6,394(7)(8) D
Restricted Stock Unit (9) 07/01/2023 M 6,311 (10) (10) Common Stock 6,311 $0 18,936(7)(8) D
Explanation of Responses:
1. Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
2. Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for restricted stock units ("RSUs") that vested on July 1, 2023.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.98 to $6.48 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 receipt, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. Each 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.
5. 25% of the RSUs shall vest on each of July 1, 2023, October 1, 2023, January 1, 2024 and April 1, 2024, respectively, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date.
6. Twenty-five percent (25%) of the shares under this award vest on April 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
7. This number of RSUs granted was previously incorrectly reported this represents the correct number of RSUs remaining.
8. This grant was previously incorrectly reported as a performance stock unit.
9. Each restricted stock unit ("RSU") and performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
10. Twenty-five percent (25%) of the shares under this award vest on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
Remarks:
/s/ Jason Minio, Attorney-in-Fact 07/05/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.