Reasoner Scott Form 4 Cloudera / Scott Reasoner ownership change

SEC Form 4

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^*

Reasoner Scott

(Last) (First) (Middle)

C/O CLOUDERA INC.

5470 GREAT AMERICA PKWY

(Street)

SANTA CLARA CA 95054

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020

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	12/15/2020		M		3,415	A	(1)	78,764	D
Common Stock	12/15/2020		M		1,138	A	(1)	79,902	D
Common Stock	12/15/2020		M		47,710	A	(1)	127,612	D
Common Stock	12/15/2020		M		23,855	A	(1)	151,467	D
Common Stock	12/15/2020		F(2)		37,742	D	$12.54	113,725	D
Common Stock	12/15/2020		S(3)		38,376	D	$12.3744(4)	75,349	D

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 (RSU)	(1)	12/15/2020		M			3,415	(5)	(5)	Common Stock	3,415	$0.00	27,323	D
Restricted Stock Units (RSU)	(1)	12/15/2020		M			1,138	(6)	(6)	Common Stock	1,138	$0.00	9,108	D
Restricted Stock Units (RSU)	(1)	12/15/2020		M			47,710	(7)	(7)	Common Stock	47,710	$0.00	47,710	D
Restricted Stock Units (RSU)	(1)	12/15/2020		M			23,855	(8)	(8)	Common Stock	23,855	$0.00	119,275	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

2. 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 line 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.

3. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

4. Represents the weighted average sales price per share. The shares sold at prices ranging from $12.23 to $12.50 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

5. The RSUs vest as to 1/16th of the total number of shares on each quarterly anniversary date following December 15, 2018, until 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

6. The RSUs vested as to 1/16th of the total number of shares on March 15, 2019 and thereafter vest as to 1/16th of the total number of RSUs in equal quarterly installments, until 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

7. The RSUs vested as to 1/4th of the total number of shares on June 15, 2020 and thereafter vest as to 1/4th of the total number of shares in equal quarterly installments until 100% vested, subject to the Reporting Person's continued service through each vesting date.

8. The RSUs vested as to 1/8th of the total number of shares on June 15, 2020 and thereafter vest as to 1/8th of the total number of shares in equal quarterly installments until 100% vested, subject to the Reporting Person's continued service through each vesting date.

Remarks:

	/s/ Scott Reasoner by Jay Wedge, Attorney-in-Fact	12/16/2020
	** 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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