SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Laube Lynne Marie

(Last)

(First)

(Middle)

C\O CARDLYTICS, INC.

675 PONCE DE LEON AVENUE NE, SUITE 6000

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2018

3. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	403,139	D
Common Stock	43,675	I	See Footnote⁽¹⁾
Common Stock	43,675	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series G? Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	13,983	⁽³⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Series G? Redeemable Convertible Preferred Stock	1,104	⁽⁵⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Series G? Redeemable Convertible Preferred Stock	2,045	⁽⁵⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Series G? Redeemable Convertible Preferred Stock	1,193	⁽⁵⁾	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	07/18/2023	Common Stock	62,499	$8.32	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	08/02/2026	Common Stock	49,291	$20	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	07/07/2027	Common Stock	56,250	$30.44	D

Explanation of Responses:

1. The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright (the "HMA GRAT"). The Reporting Person is the trustee of the HMA GRAT.

2. The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright (the "KGA GRAT"). The Reporting Person is the trustee of the KGA GRAT.

3. Each share of Series G' Redeemable Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis, has no expiration date and will convert upon the closing of the Issuer's initial public offering.

4. The restricted stock units (the "RSUs") will vest and settle upon the completion of the Issuer's initial public offering.

5. Each RSU represents a contingent right to receive one share of the Issuer's Series G' Redeemable Convertible Preferred Stock.

6. Fully vested.

7. This option became exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on June 15, 2017 (the "Initial Vesting Date"). The option shares becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.

8. This option becomes exercisable with respect to one quarter (1/4) of the shares of stock subject to this option on April 1, 2018 (the "Initial Vesting Date"). The option becomes exercisable in respect of the remaining shares in thirty-six (36) equal monthly installments commencing one (1) month after the Initial Vesting Date, provided the Reporting Person continuously provides service to the Issuer through each vesting period.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Kirk L. Somers, Attorney-in-Fact	02/08/2018
	** 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 5 (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.
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