| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cloudera, Inc. [ CLDR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/08/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 09/22/2021 | G | V | 10,922 | D | $0.00 | 115,989(1) | I | Held by PAUL J CORMIER TTEE THE PAUL J CORMIER GRANTOR RETAINED ANNUITY TRUST OF 2019 U/D/T 9/9/2019 | |
| Common Stock | 09/22/2021 | G | V | 10,922 | A | $0.00 | 10,922(1) | I | Paul J. Cormier Irrevocable Trust of 2018 | |
| Common Stock | 09/22/2021 | G | V | 52,389 | D | $0.00 | 63,600(1) | I | Held by PAUL J CORMIER TTEE THE PAUL J CORMIER GRANTOR RETAINED ANNUITY TRUST OF 2019 U/D/T 9/9/2019 | |
| Common Stock | 09/22/2021 | G | V | 52,389 | A | $0.00 | 63,311(1) | I | Paul J. Cormier Irrevocable Trust of 2018 | |
| Common Stock | 09/22/2021 | G | V | 63,600 | D | $0.00 | 0(2) | I | Held by PAUL J CORMIER TTEE THE PAUL J CORMIER GRANTOR RETAINED ANNUITY TRUST OF 2019 U/D/T 9/9/2019 | |
| Common Stock | 09/22/2021 | G | V | 63,600 | A | $0.00 | 225,621(2) | D | ||
| Common Stock | 10/08/2021 | M(5) | 14,521 | A | (5) | 240,142(4) | D | |||
| Common Stock | 10/08/2021 | D(3) | 240,142 | D | (4) | 0 | D | |||
| Common Stock | 10/08/2021 | D(3) | 63,311 | D | (4) | 0 | I | Paul J. Cormier Irrevocable Trust of 2018 | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (5) | 10/08/2021 | M(3) | 14,521 | (5) | (5) | Common Stock | 14,521 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the transfer of shares previously held indirectly by the Reporting Person into a trust. |
| 2. Reflects the transfer of 63,600 shares previously held indirectly by the Reporting Person to the Reporting Person directly. |
| 3. On October 8, 2021, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2021, by and among Sky Parent Inc. ("Parent"), Project Sky Merger Sub Inc. ("Merger Sub") and Cloudera, Inc. (the "Company"), Merger Sub merged with and into the Company, each outstanding share of common stock, par value $0.01 per share, of the Company ("Company Share") (other than Owned Company Shares or Dissenting Company Shares) was thereupon canceled and converted into the right to receive $16.00 in cash (the "Merger Consideration"), with the Company surviving the merger. |
| 4. Pursuant to the Merger Agreement, the Reporting Person disposed of all Company Shares beneficially owned by it, and received the Merger Consideration for each Company Share. |
| 5. Pursuant to the Merger Agreement, each Restricted Stock Unit held by the Reporting Person was cancelled in exchange for the Merger Consideration. |
| Remarks: |
| /s/ Paul Cormier by David Howard, Attorney-in-Fact | 10/13/2021 | |
| ** 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. | ||
