0001567619-19-016178.txt : 20190809
0001567619-19-016178.hdr.sgml : 20190809
20190809172109
ACCESSION NUMBER: 0001567619-19-016178
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190808
FILED AS OF DATE: 20190809
DATE AS OF CHANGE: 20190809
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP
CENTRAL INDEX KEY: 0001322827
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38069
FILM NUMBER: 191013893
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners Master Fund LP
DATE OF NAME CHANGE: 20050405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS LP
CENTRAL INDEX KEY: 0001313666
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38069
FILM NUMBER: 191013894
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners L P
DATE OF NAME CHANGE: 20050107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP
CENTRAL INDEX KEY: 0000928464
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38069
FILM NUMBER: 191013895
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/
DATE OF NAME CHANGE: 19990517
FORMER NAME:
FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP
DATE OF NAME CHANGE: 19950526
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38069
FILM NUMBER: 191013896
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER NAME:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cloudera, Inc.
CENTRAL INDEX KEY: 0001535379
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 262922329
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 395 PAGE MILL ROAD
CITY: PALO ALTO
STATE: CA
ZIP: 94306
BUSINESS PHONE: 650 644 3950
MAIL ADDRESS:
STREET 1: 395 PAGE MILL ROAD
CITY: PALO ALTO
STATE: CA
ZIP: 94306
4
1
doc1.xml
FORM 4
X0306
4
2019-08-08
0
0001535379
Cloudera, Inc.
CLDR
0000921669
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
767 FIFTH AVE., SUITE 4700
NEW YORK
NY
10153
0
0
1
0
0000928464
HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001313666
ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001322827
ICAHN PARTNERS MASTER FUND LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
Forward contract (obligation to purchase)
2019-08-08
4
J
0
1
A
2019-08-08
2021-07-22
Common Stock, par value $0.005 per share ("Shares"
1868576
1
I
please see footnotes
Forward contract (obligation to purchase)
2019-08-09
4
J
0
1
A
2019-08-09
2021-07-22
Shares
3294839
1
I
please see footnotes
On August 8, 2019, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 373,715 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 874,156 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 620,705 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $1.94 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
On August 9, 2019, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 658,968 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 1,541,388 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 1,094,483 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $1.99 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
The forward contracts provide for physical settlement, with High River, Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give High River, Icahn Partners nor Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
CARL C. ICAHN
2019-08-09
HIGH RIVER LIMITED PARTNERSHIP
2019-08-09
ICAHN PARTNERS LP
2019-08-09
ICAHN PARTNERS MASTER FUND LP
2019-08-09