Evans David Thomas 4
4 · Cardlytics, Inc. · Filed Oct 6, 2020
Insider Transaction Report
Form 4
Cardlytics, Inc.CDLX
Evans David Thomas
Chief Financial Officer
Transactions
- Exercise/Conversion
Performance Stock Unit
2020-09-30−10,937→ 0 total→ Common Stock (10,937 underlying) - Exercise/Conversion
Common Stock
2020-09-30+87,500→ 95,076 total - Exercise/Conversion
Common Stock
2020-09-30+10,937→ 106,013 total - Exercise/Conversion
Restricted Stock Unit
2020-09-30−87,500→ 0 total→ Common Stock (87,500 underlying)
Footnotes (5)
- [F1]Represents the underlying vested shares of common stock of the Issuer which have not been delivered.
- [F2]Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
- [F3]Each performance stock unit ("PSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
- [F4]Fully vested upon the Reporting Person's retirement in accordance with the terms of his Separation and Release agreement dated July 28, 2020. The underlying shares of common stock have not been delivered.
- [F5]On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019. Twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU vested and were delivered on May 25, 2020, 6 months after the Certification. The remaining 25% of shares became fully vested on September 30, 2020 upon the Reporting Person's retirement in accordance with his Separation and Release agreement dated July 28, 2020, but have not yet been delivered.