| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/27/2017 | 3. Issuer Name and Ticker or Trading Symbol Cloudera, Inc. [ CLDR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 132,650 | D(1) | |
| Common Stock | 13,876 | I | By Accel Investors 2008 L.L.C.(2) |
| Common Stock | 1,382 | I | By Accel Investors 2013 L.L.C.(3) |
| Common Stock | 10,054 | I | By Accel X Strategic Partners L.P.(1) |
| Common Stock | 978 | I | By Accel XI Strategic Partners L.P.(4) |
| Common Stock | 13,007 | I | By Accel XI, L.P.(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (5) | (5) | Common Stock | 7,085,356 | (5) | D(1) | |
| Series A Preferred Stock | (5) | (5) | Common Stock | 740,983 | (5) | I | By Accel Investors 2008 L.L.C.(2) |
| Series A Preferred Stock | (5) | (5) | Common Stock | 536,917 | (5) | I | By Accel X Strategic Partners L.P.(1) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 1,477,926 | (5) | D(1) | |
| Series B Preferred Stock | (5) | (5) | Common Stock | 154,562 | (5) | I | By Accel Investors 2008 L.L.C.(2) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 111,996 | (5) | I | By Accel X Strategic Partners L.P.(1) |
| Series C Preferred Stock | (5) | (5) | Common Stock | 2,257,580 | (5) | D(1) | |
| Series C Preferred Stock | (5) | (5) | Common Stock | 236,096 | (5) | I | By Accel Investors 2008 L.L.C.(2) |
| Series C Preferred Stock | (5) | (5) | Common Stock | 171,074 | (5) | I | By Accel X Strategic Partners L.P.(1) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 1,638,670 | (5) | D(1) | |
| Series D Preferred Stock | (5) | (5) | Common Stock | 171,370 | (5) | I | By Accel Investors 2008 L.L.C.(2) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 124,174 | (5) | I | By Accel X Strategic Partners L.P.(1) |
| Series E Preferred Stock | (5) | (5) | Common Stock | 3,018,220 | (5) | I | By Accel Growth Fund II L.P(6)(7) |
| Series E Preferred Stock | (5) | (5) | Common Stock | 218,537 | (5) | I | By Accel Growth Fund II Strategic Partners L.P.(6)(7) |
| Series E Preferred Stock | (5) | (5) | Common Stock | 293,736 | (5) | I | By Accel Growth Fund Investors 2012 L.L.C.(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Accel X Associates L.L.C. is the general partner of Accel X L.P. and Accel X Strategic Partners L.P. and has the sole voting and investment power. |
| 2. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2008 L.L.C. and Accel X Associates L.L.C. and share voting and investment powers over such shares. |
| 3. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2013 L.L.C. and Accel XI Associates L.L.C. and share voting and investment powers over such shares. |
| 4. Accel XI Associates L.L.C. is the General Partner of Accel XI, L.P. and Accel XI Strategic Partners L.P. and has the sole voting and investment power. |
| 5. Each share of Preferred Stock will be automatically converted into one (1) share of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date. |
| 6. Accel Growth Fund II Associates L.L.C. ("AGF II Associates") is the general partner of Accel Growth Fund II L.P. ("AGF II") and Accel Growth Fund II Strategic Partners L.P. ("AGF II Strategic") and has the sole voting and investment power. |
| 7. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF II Associates and Accel Growth Fund Investors 2012 L.L.C. and share voting and investment powers over such shares. |
| Remarks: |
| This report is the same as the Form 3 filed by Accel X LP of identical date and together comprise a single Form 3. Combined, the reports report the holdings for the following reporting persons: Accel X L.P., Accel X Strategic Partners L.P., Accel XI, L.P., Accel XI Strategic Partners L.P., Accel X Associates L.L.C., Accel XI Associates L.L.C., Accel Investors 2008 L.L.C., Accel Investors 2013 L.L.C., Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P., Accel Growth Fund Investors 2012 L.L.C. and Accel Growth Fund II Associates L.L.C. |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Investors 2008 L.L.C. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Investors 2013 L.L.C. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel X L.P. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel X Strategic Partners L.P. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel XI, L.P. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel XI Strategic Partners L.P. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel X Associates L.L.C. | 04/27/2017 | |
| /s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel XI Associates L.L.C. | 04/27/2017 | |
| ** 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 5 (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. | ||
