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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/01/2019 |
3. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc. [ CLDR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 ("Shares") | 17,596,766 | I | please see footnotes(1)(2)(3)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Forward contract (obligation to purchase) | 07/23/2019 | 07/22/2021 | Shares | 561,708 | (6) | I | please see footnotes(6)(14) |
Forward contract (obligation to purchase) | 07/24/2019 | 07/22/2021 | Shares | 439,914 | (7) | I | please see footnotes(7)(14) |
Forward contract (obligation to purchase | 07/25/2019 | 07/22/2021 | Shares | 1,144,930 | (8) | I | please see footnotes(8)(14) |
Forward contract (obligation to purchase) | 07/26/2019 | 07/22/2021 | Shares | 624,085 | (9) | I | please see footnotes(9)(14) |
Forward contract (obligation to purchase) | 07/29/2019 | 07/22/2021 | Shares | 2,370,073 | (10) | I | please see footnotes(10)(14) |
Forward contract (obligation to purchase) | 07/30/2019 | 07/22/2021 | Shares | 1,139,049 | (11) | I | please see footnotes(11)(14) |
Forward contract (obligation to purchase) | 07/31/2019 | 07/22/2021 | Shares | 2,200,072 | (12) | I | please see footnotes(12)(14) |
Forward contract (obligation to purchase) | 08/01/2019 | 07/22/2021 | Shares | 8,531,565 | (13) | I | please see footnotes(13)(14) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. High River Limited Partnership ("High River") directly beneficially owns 3,519,353 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 8,235,283 Shares and Icahn Partners Master Fund LP ("Icahn Master" and, together with High River and Icahn Partners, the "Icahn Group") directly beneficially owns 5,842,130 Shares. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. On July 23, 2019, High River entered into a forward contract providing for the purchase by High River of 112,342 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 262,879 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 186,487 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 $0.80 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. |
7. On July 24, 2019, High River entered into a forward contract providing for the purchase by High River of 87,983 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 205,879 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 146,052 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 $0.85 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. |
8. On July 25, 2019, High River entered into a forward contract providing for the purchase by High River of 228,986 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 535,827 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 380,117 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 $0.77 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. |
9. On July 26, 2019, High River entered into a forward contract providing for the purchase by High River of 124,817 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 292,073 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 207,195 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 $0.96 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. |
10. On July 29, 2019, High River entered into a forward contract providing for the purchase by High River of 474,015 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 1,109,193 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 786,865 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 $0.95 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. |
11. On July 30, 2019, High River entered into a forward contract providing for the purchase by High River of 227,810 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 533,075 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 378,164 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 $0.99 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. |
12. On July 31, 2019, High River entered into a forward contract providing for the purchase by High River of 440,014 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 1,029,633 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 730,425 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 $1.05 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. |
13. On August 1, 2019, High River entered into a forward contract providing for the purchase by High River of 1,706,313 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 3,986,515 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 2,838,737 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 $1.24 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. |
14. 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. |
CARL C. ICAHN | 08/01/2019 | |
ICAHN PARTNERS LP | 08/01/2019 | |
ICAHN PARTNERS MASTER FUND LP | 08/01/2019 | |
HIGH RIVER LIMITED PARTNERSHIP | 08/01/2019 | |
** 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. |