SEC FORM 3

SEC Form 3

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^*

FRANKOLA JAMES

(Last)

(First)

(Middle)

C/O CLOUDERA, INC.

1001 PAGE MILL ROAD, BUILDING 3

(Street)

PALO ALTO

94089

(City)

(State)

(Zip)

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)

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

5. 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 Beneficially Owned
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	552,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	10/08/2022	Common Stock	426,470	$1.72	D
Employee Stock Option (right to buy)	⁽²⁾	11/07/2023	Common Stock	100,000	$3.64	D
Employee Stock Option (right to buy)	⁽³⁾	11/07/2023	Common Stock	100,000	$3.64	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/30/2025	Common Stock	41,000	$16.02	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	95,000	$0⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	117,000	$0⁽⁶⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	180,000	$0⁽⁶⁾	D

Explanation of Responses:

1. The stock option is fully vested and immediately exercisable.

2. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal installments on the first day of each calendar month starting on December 1, 2014, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

3. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal installments on the first day of each calendar month starting on December 1, 2015, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

4. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 24 equal monthly installments beginning on February 1, 2017, subject to the continuing employment of the Reporting Person on each vesting date.

5. The restricted stock units ("RSUs") vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/8th of the total number of RSUs on March 15, 2017 and thereafter will be satisfied with respect to 1/8th of the total number of RSUs in equal quarterly installments. The liquidity event requirement will be satisfied upon the Reporting Person's continued employment through the effective date of the Issuer's initial public offering (the "IPO Date"). On the IPO Date, those RSUs for which the service based vesting requirement has been satisfied will vest and will be settled in shares of the Issuer's common stock and delivered to the Reporting Person on a date that is following the 180th day after the IPO Date as determined by the Issuer's board of directors.

6. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

7. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/16th of the total number of RSUs granted on June 15, 2016 and thereafter will be satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement will be satisfied upon the Reporting Person's continued employment through the IPO Date. On the IPO Date, those RSUs for which the service based vesting requirement has been satisfied will vest and will be settled in shares of the Issuer's common stock and delivered to the Reporting Person on a date that is following the 180th day after the IPO Date as determined by the Issuer's board of directors.

8. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement will be satisfied with respect to 1/16th of the total number of RSUs on June 15, 2017 and thereafter will be satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement will be satisfied upon the Reporting Person's continued employment through the IPO Date. On the IPO Date, those RSUs for which the service based vesting requirement has been satisfied will vest and will be settled in shares of the Issuer's common stock and delivered to the Reporting Person on a date that is following the 180th day after the IPO Date as determined by the Issuer's board of directors.

	/s/ James Frankola by Jay Wedge, Attorney-in-Fact	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.