SEC FORM 4 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*
Canaan VIII LP

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2018
4. 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 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 08/09/2018 M(1) 122,777 A $0.0004 3,368,141 D(2)
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
Warrant (Right to Buy) $0.0004 08/07/2018 A(3) 122,777 08/07/2018 08/07/2023 Common Stock 122,777 $0.00 122,777 D(2)
Warrant (Right to Buy) $0.0004 08/09/2018 M(1) 122,777 08/07/2018 08/07/2023 Common Stock 122,777 $0.00 0 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 CT 06880

(City) (State) (Zip)
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 CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. The shares acquired upon exercise of the warrant were acquired through a net exercise procedure in accordance with the terms of the warrant and did not involve any sale of shares.
2. The reportable securities are held directly by Canaan VIII L.P. (the "Canaan Fund"). Canaan Partners VIII LLC ("Canaan VIII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. John Balen, a manager and member of Canaan VIII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VIII, collectively. Canaan VIII disclaims Section 16 beneficial ownership of the shares held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein.
3. The warrants were acquired pursuant to an agreement between the Reporting Person and the Issuer, dated May 4, 2017. The acquisition was approved by the Issuer's Board of Directors on May 4, 2017 and constitutes an exempt acquisition under Rule 16b-3(d)(1) of the Securities Exchange Act of 1934, as amended. The number of shares to be acquired (if any) upon exercise of the warrants could only be determined 180 days following the date of the Issuer's final prospectus, dated February 8, 2018, relating to its initial public offering.
Remarks:
Exhibit 24 - Power of Attorney filed herewith
Canaan VIII L.P., By: Canaan Partners VIII LLC, its general partner, By: /s/ Janine MacDonald, Attorney-in-Fact 08/09/2018
Canaan Partners VIII LLC, By: /s/ Janine MacDonald, Attorney-in-Fact 08/09/2018
** 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 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.
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Exhibit 24
2018 POWER OF ATTORNEY

1.	Appointment, Powers and Revocation.  KNOW ALL MEN BY THESE PRESENTS, that
each undersigned, and if such undersigned is not a natural person, acting by and
through one of its authorized representatives (each such undersigned person or
entity, a "Grantor"), effective from the date set forth opposite the name of
such Grantor on the signature pages hereto (such date, for each Grantor, is
hereinafter referred to as such Grantor's "Effective Date"), hereby constitutes
and appoints each of the employees, partners or managers of Canaan Management
LLC (together with its subsidiaries and affiliates, "Canaan Partners") listed on
Schedule A attached hereto, which schedule may be amended from time to time by
the Chief Financial Officer or Chief Operating Officer of Canaan Partners to
remove any such employee, manager or partner or to add any new employee, partner
or manager of Canaan Partners (each such employee, partner or manager, an
"Attorney-In-Fact") as the Grantor's true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for the Grantor and in the
Grantor's place and stead, in any and all capacities to: (a) sign any and all
instruments, certificates and documents
 required to be executed on behalf of the
Grantor as an individual (if applicable) or in the Grantor's capacity as a
general partner, manager, member, managing member or authorized signatory, as
the case may be, on behalf of any of the following (i) Canaan Partners, (ii) any
of the funds or accounts managed, advised or sponsored by Canaan Partners (the
"Canaan Funds") and (iii) any of the entities formed to act as the direct or
indirect general partner, manager, managing member or equivalent of such funds
or accounts (the "Canaan General Partners", together with Canaan Partners and
the Canaan Funds collectively, the "Canaan Entities"), in each case, pursuant to
the Securities Act of 1933, as amended, (the "Securities Act"), and any and all
rules and regulations promulgated thereunder (including, without limitation,
filings pursuant to Rule 144 (Form 144)) or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any and all rules and regulations
promulgated thereunder (including, without limitation, filings pursuant to
Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D, Schedule 13G, Form
13F and Form 13H) of the Exchange Act); and (b) file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Securities Act, the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto such Attorney-In-Fact full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as the Grantor might or could do in person thereby, and
ratifying and confirming all that such Attorney-In-Fact, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof,
or may have done in connection with the matters described above.  By this power
of attorney, each Grantor hereby revokes all previous powers of attorney granted
by him, her or it to any Attorney-In-Fact or any other employee, representative
or agent of Canaan Partners relating to the matters described above.

2.	Effective Date and Termination.  This power of attorney shall be effective as
to each Grantor as of such Grantor's Effective Date and shall remain in full
force and effect with respect to each Grantor and each Attorney-In-Fact until:
(a)	in the case of any Grantor that is an individual, the earlier of the date on
which this power of attorney is revoked in writing by such Grantor solely as it
relates to himself or herself and such Grantor's Termination Date (as defined
below);
(b)	in the case of any Grantor that is an entity, the earlier of the date on
which this power of attorney is revoked in writing by such Grantor solely as it
relates to itself and the filing by such entity of a certificate of cancellation
or notice of dissolution with the jurisdiction in which it was organized
evidencing such entity's complete dissolution and termination under the laws of
such jurisdiction; and
(c)	in the case of any Attorney-In-Fact, the earlier of the date on which such
person is no longer listed on Schedule A attached hereto as an
"Attorney-In-Fact" or such Attorney-In-Fact's Termination Date.
For purposes of the foregoing, "Termination Date" means (i) with respect to any
Grantor or Attorney-In-Fact that is a member or manager of any Canaan General
Partner, the date on which such Grantor becomes a "retired member" of any Canaan
General Partner or, if later, the date on which his, her or its employment with
Canaan Partners terminates for any reason and (ii) with respect to any other
Grantor or Attorney-In-Fact, the date on which his, her or its employment with
Canaan Partners terminates for any reason.

3.	Miscellaneous.  Each of the Grantors may execute this power of attorney in
separate counterparts, and each counterpart shall be deemed to be an original
instrument.  This Agreement shall be governed by the laws of the State of
Delaware, without regard for choice-of-law provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the respective
dates set forth below.

	
Dated: July 16, 2018	Canaan VIII L.P.

By: Canaan Partners VIII LLC, its General Partner

By: /s/ Guy M. Russo
Name: Guy M. Russo
Title: Member/Manager
	
Dated: July 16, 2018	Canaan Partners VIII LLC

By: /s/ Guy M. Russo
Name: Guy M. Russo
Title: Member/Manager

	
	
 
Schedule A

Guy M. Russo
Nancy Levenson
Janine MacDonald
John J. Pacifico III