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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc. [ CLDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/19/2017 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 11,875 | D | |||
Common Stock | 06/15/2017 | M(1)(2) | 11,875 | A | $0 | 23,750 | D | |||
Common Stock | 06/15/2017 | M(3)(4) | 8,333 | A | $0 | 32,083 | D | |||
Common Stock | 06/15/2017 | M(5)(4) | 9,062 | A | $0 | 41,145 | D | |||
Common Stock | 09/15/2017 | M(1)(2) | 11,875 | A | $0 | 53,020 | D | |||
Common Stock | 09/15/2017 | M(3)(4) | 8,333 | A | $0 | 61,353 | D | |||
Common Stock | 09/15/2017 | M(5)(4) | 9,063 | A | $0 | 70,416 | D | |||
Common Stock | 3,360,520 | 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 |
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. |
Remarks: |
This amendment reflects an adjustment to correct an error in the Form 4 filed on September 19, 2017 in which, as the result of an administrative error, the number of shares directly held by the Reporting Person was over-reported by 9,700 shares, when in fact, those 9,700 shares are indirectly held by the Reporting Person's family trust. |
/s/ Michael Olson by Jay Wedge, Attorney-in-Fact | 09/29/2017 | |
** 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). | ||
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. |