Form 4 Greylock XII-A Limited For: Oct 02 Filed by: Cloudera, Inc.

October 2, 2017 4:10 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 *
Greylock XII GP LLC

(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(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
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2017
4. 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 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 10/02/2017 S 3,217,588 (1) D $ 15.792 8,923,172 I By Greylock XII Limited Partnership (2)
Common Stock 10/02/2017 S 357,510 (1) D $ 15.792 991,458 I By Greylock XII-A Limited Partnership (3)
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
Explanation of Responses:
1. These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of September 27, 2017 by and between the Issuer, the several underwriters and the selling stockholders identified therein. On September 28, 2017, the underwriters exercised their option under the underwriting agreement to purchase additional shares of Common Stock from the Issuer and the selling stockholders in full.
2. The shares are held directly by Greylock XII Limited Partnership ("Greylock XII LP"). Greylock XII GP Limited Liability Company ("Greylock XII GP") is the sole General Partner of Greylock XII Limited Partnership and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XII LP. Greylock XII GP disclaims beneficial ownership of the securities held by Greylock XII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
3. The shares are held directly by Greylock XII-A Limited Partnership ("Greylock XII-A LP"). Greylock XII GP Limited Liability Company is the sole General Partner of Greylock XII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XII-A LP. Greylock XII GP disclaims beneficial ownership of the securities held by Greylock XII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC 10/02/2017
** Signature of Reporting Person Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC, the general partner of Greylock XII Limited Partnership 10/02/2017
** Signature of Reporting Person Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC, the general partner of Greylock XII-A Limited Partnership 10/02/2017
** 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).
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