Form 4 Cloudera, Inc. For: Apr 27 Filed by: Olson Michael

September 19, 2017 9:33 PM
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 *
Olson Michael

(Last) (First) (Middle)
C/O CLOUDERA, INC.
1001 PAGE MILL ROAD, BUILDING 3

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc. [ CLDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2017
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)
Code V Amount (A) or (D) Price
Common Stock 04/27/2017 M (1) (2) 11,875 A $ 0 21,575 D
Common Stock 06/15/2017 M (1) (2) 11,875 A $ 0 33,450 D
Common Stock 06/15/2017 M (3) (4) 8,333 A $ 0 41,783 D
Common Stock 06/15/2017 M (5) (4) 9,062 A $ 0 50,845 D
Common Stock 09/15/2017 M (1) (2) 11,875 A $ 0 62,720 D
Common Stock 09/15/2017 M (3) (4) 8,333 A $ 0 71,053 D
Common Stock 09/15/2017 M (5) (4) 9,063 A $ 0 80,116 D
Common Stock 3,350,820 I By Family Trust (6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (7) 04/27/2017 M (1) 11,875 (1) (2) (1) (2) Common Stock 11,875 $ 0 83,125 D
Restricted Stock Units $ 0 (7) 06/15/2017 M (1) 11,875 (1) (2) (1) (2) Common Stock 11,875 $ 0 71,250 D
Restricted Stock Units $ 0 (7) 06/15/2017 M (3) 8,333 (3) (4) (3) (4) Common Stock 8,333 $ 0 91,667 D
Restricted Stock Units $ 0 (7) 06/15/2017 M (5) 9,062 (5) (4) (5) (4) Common Stock 9,062 $ 0 135,938 D
Restricted Stock Units $ 0 (7) 09/15/2017 M (1) 11,875 (1) (2) (1) (2) Common Stock 11,875 $ 0 59,375 D
Restricted Stock Units $ 0 (7) 09/15/2017 M (3) 8,333 (3) (4) (3) (4) Common Stock 8,333 $ 0 83,334 D
Restricted Stock Units $ 0 (7) 09/15/2017 M (5) 9,063 (5) (4) (5) (4) Common Stock 9,063 $ 0 126,875 D
Explanation of Responses:
1. Conversion of restricted stock units ("RSUs") that have vested into shares of the Issuer's Common Stock. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/8th of the total number of RSUs on March 15, 2017 and thereafter is satisfied with respect to 1/8th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on April 27, 2017, the effective date of the Issuer's initial public offering (the "IPO Date").
2. The RSUs vested on the IPO Date, June 15, 2017 and September 15, 2017, in accordance with the corresponding quarterly vesting schedule. Vested RSUs through September 15, 2017 will be settled in shares of the Issuer's Common Stock and delivered to the Reporting Person on a date to be determined by the Issuer's board of directors or an authorized committee thereof, which date is currently expected to be concurrent with the effective date of the offering described in the Form S-1 (File No. 333-220494), initially filed with the Securities and Exchange Commission on September 15, 2017. Subsequently thereafter, the RSUs will vest and be settled upon the satisfaction of the service based requirement in equal quarterly installments.
3. Conversion of RSUs that have vested into shares of the Issuer's Common Stock. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/12th of the total number of RSUs on June 15, 2017 and thereafter is satisfied with respect to 1/12th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on the IPO Date.
4. The RSUs vested on June 15, 2017 and September 15, 2017, in accordance with the corresponding quarterly vesting schedule. Vested RSUs through September 15, 2017 will be settled in shares of the Issuer's Common Stock and delivered to the Reporting Person on a date to be determined by the Issuer's board of directors or an authorized committee thereof, which date is currently expected to be concurrent with the effective date of the offering described in the Form S-1 (File No. 333-220494), initially filed with the Securities and Exchange Commission on September 15, 2017. Subsequently thereafter, the RSUs will vest and be settled upon the satisfaction of the service based requirement in equal quarterly installments.
5. Conversion of RSUs that have vested into shares of the Issuer's Common Stock. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/16th of the total number of RSUs on June 15, 2017 and thereafter is satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on the "IPO Date".
6. Shares directly held by the Michael and Teresa Olson Revocable Trust dated May 24, 2001, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.
7. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
/s/ Michael Olson by Jay Wedge, Attorney-in-Fact 09/19/2017
** Signature of Reporting Person Date
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