SEC Filing | Cardlytics

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SEC FORM 3/A 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^*

BALEN JOHN V

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, STE. 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2018

3. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/08/2018

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	950,000	⁽¹⁾	I	See footnote⁽²⁾
Series B-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,145,953	⁽¹⁾	I	See footnote⁽²⁾
Series C-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	514,023	⁽¹⁾	I	See footnote⁽²⁾
Series D-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	202,377	⁽¹⁾	I	See footnote⁽²⁾
Series E-R Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	119,254	⁽¹⁾	I	See footnote⁽²⁾
Series G Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	53,660	⁽¹⁾	I	See footnote⁽²⁾
Series G' Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,097	⁽¹⁾	I	See footnote⁽²⁾

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. Shares held directly by Canaan VIII L.P. ("Canaan LP"). Canaan Partners VIII LLC ("Canaan LLC" and together with Canaan LP, the "Canaan Entities") is the sole general partner of Canaan LP. Investment and voting decisions with respect to the shares held by Canaan LP are made by the managers of Canaan LLC, collectively. John Balen, a manager and member of Canaan LLC, serves as the representative of the Canaan Entities on the Issuer's board of directors. Mr. Balen disclaims beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan LLC.

Remarks:

This amendment is being filed to disclose the Reporting Owner's indirect beneficial ownership of the securities set forth in Table II. This amendment is reflected by the addition of Table II and the footnotes set forth under "Explanation of Responses" and the deletion of the previous "Remarks" which stated "No securities are beneficially owned".

	/s/ John V. Balen	02/13/2018
	** 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).
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