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^*

Accel X LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

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

5. 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 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	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)
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)
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^*

Accel X LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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 X L.P.	04/27/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II L.P.	04/27/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II Strategic Partners L.P.	04/27/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund Investors 2012 L.L.C.	04/27/2017
	/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II 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).
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