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 CT 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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 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. 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
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.
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EXHIBIT 24
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 Guy M. Russo, Nancy Levenson and Janine MacDonald as the
Grantor's true and lawful attorney-in-fact and agent (each, an
"Attorney-In-Fact"), 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 Management LLC (together with its subsidiaries and affiliates, "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"),
including, without limitation, Canaan Equity II L.P., Canaan Equity II
Entrepreneurs LLC, Canaan Equity II L.P. (QP), Canaan Equity Partners II LLC,
Canaan Equity III L.P., Canaan Equity III Entrepreneurs LLC, Canaan Equity
Partners III LLC, Canaan VII L.P., Canaan Partners VII LLC, Canaan VIII L.P.,
Canaan Partners VIII LLC, Canaan IX L.P., Canaan Partners IX LLC, Canaan X L.P.
and Canaan Partners X LLC, 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, 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.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the respective
dates set forth below.

Dated: July 28, 2016	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 28, 2016	Canaan Partners VIII LLC

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

EXHIBIT 99
FORM 3 JOINT FILER INFORMATION
Names of Joint Filers:
Canaan VIII L.P.
Canaan Partners VIII LLC

Address of Joint Filers:
c/o Canaan Partners
285 Riverside Avenue, Suite 250
Westport, CT 06880

Designated Filer:
Canaan VIII L.P.

Issuer and Ticker Symbol:
Cardlytics, Inc. [CDLX]
Date of Event:
February 8, 2018

Signatures of Joint Filers:
Canaan VIII L.P.
  By: Canaan Partners VIII LLC, its General Partner
  	By: /s/ Janine MacDonald
	       Attorney-in-Fact
Canaan Partners VIII LLC
	By: /s/ Janine MacDonald
	       Attorney-in-Fact










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