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* 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. Date of Event Requiring Statement (Month/Day/Year) 07/28/2022	3. Issuer Name and Ticker or Trading Symbol Cardlytics, Inc. [ CDLX ]
		4. 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	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	6,992	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	04/01/2027	Common Stock	779	24.48	D
Restricted Stock Unit	(2)	(2)	Common Stock	625	(3)	D
Restricted Stock Unit	(4)	(4)	Common Stock	1,613	(3)	D
Restricted Stock Unit	(5)	(5)	Common Stock	2,046	(3)	D
Restricted Stock Unit	(6)	(6)	Common Stock	830	(3)	D
Restricted Stock Unit	(7)	(7)	Common Stock	9,299	(3)	D
Restricted Stock Unit	(8)	(8)	Common Stock	38,222	(3)	D
Performance Stock Unit	(9)	(9)	Common Stock	1,250	(3)	D
Performance Stock Unit	(10)	(10)	Common Stock	1,250	(3)	D

Explanation of Responses:

1. Fully vested.

2. The shares under this award vest in full on April 2, 2023, provided the Reporting Person continuously provides service to the Issuer through the vesting date.

3. Each restricted stock unit ("RSU") and performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

4. Fifty percent (50%) of the shares under this award vest on April 1, 2023, and fifty percent (50%) of this award vest on April 1, 2024, provided the Reporting Person continuously provides service to the Issuer through the vesting dates.

5. One-third (33%) of the shares under this award vest on April 20, 2023, one-third (33%) of the shares under this award vest on April 20, 2024, and one-third (33%) of the shares under this award vest on April 20, 2025, provided the Reporting Person continuously provides service to the Issuer through the vesting dates.

6. Fifty percent (50%) of the shares under this award vest on October 1, 2022, and fifty percent (50%) of this award vest on October 1, 2023, provided the Reporting Person continuously provides service to the Issuer through the vesting dates.

7. 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.

8. 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.

9. On October 6, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum number of advertisers with a specified billings threshold over a trailing 12-month period was achieved (the "October Certification") resulting in the award of the tranche of the PSU grant related to achieving the advertiser count target ("advertiser tranche"). The shares subject to the advertiser tranche of the awarded PSU will vest 12 months after the October Certification, subject to continued service to the Issuer through the vesting date.

10. On December 9, 2021 the Compensation Committee of the Issuer's Board of Directors certified that a target minimum growth rate in adjusted contribution was achieved (the "December Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted contribution growth target ("adjusted contribution growth tranche"). The shares subject to the adjusted contribution growth tranche of the awarded PSU will vest 12 months after the December Certification, subject to continued service to the Issuer through the vesting date.

Remarks:

	/s/ Nick Lynton	08/08/2022
	** 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).
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