Growth Fund II Associates L.L.C. Accel Form 4 Cloudera / Growth Fund II Associates L.L.C. Accel 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Accel X LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2017		C		12,459,532	A	⁽¹⁾	12,592,182	D⁽²⁾
Common Stock	05/03/2017		C		1,303,011	A	⁽¹⁾	1,316,887	I	By Accel Investors 2008 L.L.C.⁽³⁾
Common Stock	05/03/2017		C		944,161	A	⁽¹⁾	954,215	I	By Accel X Strategic Partners L.P.⁽²⁾
Common Stock	05/03/2017		C		3,018,220	A	⁽¹⁾	3,018,220	I	By Accel Growth Fund II L.P.⁽⁴⁾⁽⁵⁾
Common Stock	05/03/2017		C		218,537	A	⁽¹⁾	218,537	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾⁽⁵⁾
Common Stock	05/03/2017		C		293,736	A	⁽¹⁾	293,736	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁵⁾
Common Stock								1,382	I	By Accel Investors 2013 L.L.C.⁽⁶⁾
Common Stock								13,007	I	By Accel XI, L.P.⁽⁷⁾
Common Stock								978	I	By Accel XI Strategic Partners L.P.⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	05/03/2017		C			7,085,356	⁽¹⁾	⁽¹⁾	Common Stock	7,085,356	⁽¹⁾	0	D⁽²⁾
Series A Preferred Stock	⁽¹⁾	05/03/2017		C			740,983	⁽¹⁾	⁽¹⁾	Common Stock	740,983	⁽¹⁾	0	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series A Preferred Stock	⁽¹⁾	05/03/2017		C			536,917	⁽¹⁾	⁽¹⁾	Common Stock	536,917	⁽¹⁾	0	I	By Accel X Strategic Partners L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/03/2017		C			1,477,926	⁽¹⁾	⁽¹⁾	Common Stock	1,477,926	⁽¹⁾	0	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/03/2017		C			154,562	⁽¹⁾	⁽¹⁾	Common Stock	154,562	⁽¹⁾	0	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series B Preferred Stock	⁽¹⁾	05/03/2017		C			111,996	⁽¹⁾	⁽¹⁾	Common Stock	111,996	⁽¹⁾	0	I	By Accel X Strategic Partners L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	05/03/2017		C			2,257,580	⁽¹⁾	⁽¹⁾	Common Stock	2,257,580	⁽¹⁾	0	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	05/03/2017		C			236,096	⁽¹⁾	⁽¹⁾	Common Stock	236,096	⁽¹⁾	0	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series C Preferred Stock	⁽¹⁾	05/03/2017		C			171,074	⁽¹⁾	⁽¹⁾	Common Stock	171,074	⁽¹⁾	0	I	By Accel X Strategic Partners L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	05/03/2017		C			1,638,670	⁽¹⁾	⁽¹⁾	Common Stock	1,638,670	⁽¹⁾	0	D⁽²⁾
Series D Preferred Stock	⁽¹⁾	05/03/2017		C			171,370	⁽¹⁾	⁽¹⁾	Common Stock	171,370	⁽¹⁾	0	I	By Accel Investors 2008 L.L.C.⁽³⁾
Series D Preferred Stock	⁽¹⁾	05/03/2017		C			124,174	⁽¹⁾	⁽¹⁾	Common Stock	124,174	⁽¹⁾	0	I	By Accel X Strategic Partners L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	05/03/2017		C			3,018,220	⁽¹⁾	⁽¹⁾	Common Stock	3,018,220	⁽¹⁾	0	I	By Accel Growth Fund II L.P.⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	05/03/2017		C			218,537	⁽¹⁾	⁽¹⁾	Common Stock	218,537	⁽¹⁾	0	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	05/03/2017		C			293,736	⁽¹⁾	⁽¹⁾	Common Stock	293,736	⁽¹⁾	0	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁵⁾

1. Name and Address of Reporting Person^*

Accel X LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II L.P.

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II Strategic Partners L.P.

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2012 L.L.C.

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II Associates L.L.C.

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the consummation of the Issuer's initial public offering on May 3, 2017, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

This report is the same as the Form 4 filed by Accel X LP of identical date and together comprise a single Form 4. 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 X L.P.	05/03/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II L.P.	05/03/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II Strategic Partners L.P.	05/03/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund Investors 2012 L.L.C.	05/03/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II Associates L.L.C.	05/03/2017
	** 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.

Growth Fund II Associates L.L.C. Accel Form 4Cloudera / Growth Fund II Associates L.L.C. Accel ownership change