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^*

Canaan VIII LP

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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 A-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	950,000	⁽¹⁾	D⁽²⁾
Series B-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,145,953	⁽¹⁾	D⁽²⁾
Series C-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	514,023	⁽¹⁾	D⁽²⁾
Series D-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	202,377	⁽¹⁾	D⁽²⁾
Series E-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	119,254	⁽¹⁾	D⁽²⁾
Series G Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	53,660	⁽¹⁾	D⁽²⁾
Series G' Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,097	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Canaan VIII LP

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Canaan Partners VIII LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A-R Redeemable Convertible Preferred Stock, Series B-R Redeemable Convertible Preferred Stock, Series C-R Redeemable Convertible Preferred Stock, Series D-R Redeemable Convertible Preferred Stock, Series E-R Redeemable Convertible Preferred Stock, Series G Redeemable Convertible Preferred Stock and 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.

2. The reportable securities are owned directly by Canaan VIII L.P. ("Canaan LP"). Canaan Partners VIII LLC ("Canaan LLC") is the general partner of Canaan LP. Brenton K. Ahrens, John V. Balen, Stephen M. Bloch, Wende S. Hutton, Maha S. Ibrahim, Deepak Kamra, Guy M. Russo and Eric A. Young are the managing members of Canaan LLC (collectively, the "Managing Members"). Each of Canaan LLC and Managing Members and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan LP. Mr. Balen, a managing member of Canaan LLC serves as representative of Canaan LP and Canaan LLC on the Issuer's Board of Directors. Each of Canaan LLC and Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its or their pecuniary interest therein if any.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney Exhibit 99 - Form 3 Joint Filer Information

	Canaan VIII L.P., By: Canaan Partners VIII LLC, its general partner, By: /s/ Janine MacDonald, Attorney-in-Fact	02/08/2018
	Canaan Partners VIII LLC, By: /s/ Janine MacDonald, Attorney-in-Fact	02/08/2018
	** Signature of Reporting Person	Date
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