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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 675 PONCE DE LEON AVENUE |
| SUITE 6000 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
01/23/2023
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3. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc.
[ CDLX ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Operating Officer
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
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| No securities are beneficially owned. |
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/s/ Mark Ballantyne, Attorney-in-Fact |
01/23/2023 |
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** 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark
Ballantyne, Eric Jensen and Jason Minio of Cooley LLP, and Nick Lynton of Cardlytics, Inc. (the
Company), signing individually, the undersignedTMs true and lawful attorneys-in fact and agents to:
(1) Prepare, execute in the undersignedTMs name and on the undersignedTMs behalf, and
submit to the the Securities and Exchange Commission (the SEC) Form ID and Forms 3, 4 and 5
(including amendments thereto and joint filing agreements in connection therewith) in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules
thereunder in the undersignedTMs capacity as an officer, director or beneficial owner of more than 10% of a
registered class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including
amendments thereto and joint filing agreements in connection therewith) and file such forms with the
SEC and any stock exchange, self-regulatory association or any similar authority; and
(3) Take any other action of any type whatsoever in connection with the foregoing that,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of
the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the attorney-in-factTMs discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-factTMs substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such
capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the
undersignedTMs responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the
undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersignedTMs
holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-
fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as
applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of the date written below.
Date: _____1/4/2023___ By: /s/ Amit Gupta
Amit Gupta
