Amit Gupta - Feb 16, 2025 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role
Chief Executive Officer, Director
Signature
/s/ Nick Lynton, Attorney-in-Fact
Stock symbol
CDLX
Transactions as of
Feb 16, 2025
Transactions value $
-$332,682
Form type
4
Date filed
2/19/2025, 06:28 PM
Previous filing
Jan 30, 2025
Next filing
Apr 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDLX Common Stock Options Exercise +125K +58.01% 340K Feb 16, 2025 Direct F1
transaction CDLX Common Stock Options Exercise +125K +36.71% 465K Feb 16, 2025 Direct F1
transaction CDLX Common Stock Sale -$159K -46.9K -10.07% $3.40 419K Feb 18, 2025 Direct F2, F3
transaction CDLX Common Stock Sale -$173K -54.6K -13.03% $3.18 364K Feb 19, 2025 Direct F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CDLX Restricted Stock Units Options Exercise $0 -125K -25% $0.00 375K Feb 16, 2025 Common Stock 125K Direct F1, F5
transaction CDLX Restricted Stock Units Options Exercise $0 -125K -25% $0.00 375K Feb 16, 2025 Common Stock 125K Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on February 16, 2025. The Reporting Person did not sell shares for any other purpose.
F3 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.285 to $3.515, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (3) and (4) in this Form 4.
F4 The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.12 to $3.31, inclusive.
F5 The RSU award is for 500,000 shares that were granted on August 21, 2024. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
F6 The RSU award is for 500,000 shares that were granted on January 29, 2025. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.