Cloudera (CLDR) Form 4 Cloudera / JIM FRANKOLA 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^*

FRANKOLA JIM

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2021

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	03/15/2021		M		11,250	A	(1)	1,200,077	D
Common Stock	03/15/2021		M		10,625	A	(1)	1,210,702	D
Common Stock	03/15/2021		M		23,907	A	(1)	1,234,609	D
Common Stock	03/15/2021		M		46,555	A	(1)	1,281,164	D
Common Stock	03/15/2021		M		5,460	A	(1)	1,286,624	D
Common Stock	03/15/2021		F(2)		35,650	D	$12.76	1,250,974	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 Unit	(1)	03/15/2021		M			11,250	(3)	(3)	Common Stock	11,250	$0.00	0	D
Restricted Stock Unit	(1)	03/15/2021		M			10,625	(4)	(4)	Common Stock	10,625	$0.00	42,500	D
Restricted Stock Unit	(1)	03/15/2021		M			23,907	(5)	(5)	Common Stock	23,907	$0.00	167,350	D
Restricted Stock Unit	(1)	03/15/2021		M			46,555	(6)	(6)	Common Stock	46,555	$0.00	325,885	D
Restricted Stock Unit	(1)	03/15/2021		M			5,460	(7)	(7)	Common Stock	5,460	$0.00	60,071	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 Form 4 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. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

3. The RSUs will vest 1/16th of the total number of shares on June 15, 2017 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.

4. The RSUs will vest 1/16th of the total number of shares on June 15, 2018 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.

5. The RSUs will vest 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.

6. The RSUs will vest 2/12th of the total number of shares on June 15, 2020, and thereafter vest as to 1/12th of the total number of shares in equal quarterly installments until 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

7. The RSUs will vest 1/12th of the total number of shares on March 15, 2021, and thereafter vest as to 1/12th of the total number of shares in equal quarterly installments until 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

Remarks:

	/s/ Jim Frankola by Jay Wedge, Attorney-in-Fact	03/17/2021
	** 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).
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