SEC Filing | Cardlytics

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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^*

BALEN JOHN V

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/09/2018		A		8,484		⁽²⁾	⁽²⁾	Common Stock	8,484	$0.00	8,484	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.

2. The restricted stock units shall vest in full on the one-year anniversary of date of grant, provided that the Reporting Person (i) has served as a director for at least six months and (ii) remains a director of the Issuer on such vesting date.

Remarks:

Exhibit List - Exhibit 24 Power of Attorney

	/s/ Janine MacDonald, Attorney-in-Fact	03/13/2018
	** 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 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.
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.

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: March 5, 2018

/s/ John V. Balen
John V. Balen