Statement of Changes in Beneficial Ownership (4)
18 September 2019 - 8:52AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Reasoner Scott |
2. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc.
[
CLDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer
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(Last)
(First)
(Middle)
C/O CLOUDERA, INC., 395 PAGE MILL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2019
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(Street)
PALO ALTO, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/15/2019
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M(1)
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1139
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A
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(2)
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114657
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D
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Common Stock
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9/15/2019
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M(3)
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3415
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A
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(2)
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118072
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D
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Common Stock
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9/15/2019
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F(4)
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1575
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D
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$8.92
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116497
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D
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Common Stock
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9/16/2019
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S(5)
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2234
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D
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$9.0261 (6)
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114263
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units (RSU)
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(2)
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9/15/2019
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M (1)
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1139
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(7)
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(7)
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Common Stock
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1139
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$0
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14800
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D
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Restricted Stock Units (RSU)
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(2)
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9/15/2019
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M (3)
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3415
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(8)
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(8)
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Common Stock
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3415
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$0
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44400
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D
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Explanation of Responses:
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(1)
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Vesting and release of RSUs granted to the reporting person on April 17, 2019.
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(2)
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Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
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(3)
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Vesting and release of RSUs granted to the reporting person on January 17, 2019.
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(4)
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Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the settlement of vested RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
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(5)
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The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(6)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.97 to $9.16 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(7)
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The RSUs vested as to 1/16th of the total number of shares on March 15, 2019, and thereafter shall vest as to 1/16th of the total number of shares in equal quarterly installments, subject to Reporting Person's continued service through each vesting date.
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(8)
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The RSUs shall vest and be settled as to 1/16th of the total number shares on each quarterly anniversary date of December 15, 2018, subject to reporting person's continued service through each vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Reasoner Scott C/O CLOUDERA, INC. 395 PAGE MILL ROAD PALO ALTO, CA 94089
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Chief Accounting Officer
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Signatures
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/s/Jay Wedge, Attorney-in-Fact
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9/17/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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