0001140361-17-017173.txt : 20170427 0001140361-17-017173.hdr.sgml : 20170427 20170427173909 ACCESSION NUMBER: 0001140361-17-017173 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170427 FILED AS OF DATE: 20170427 DATE AS OF CHANGE: 20170427 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: 1001 PAGE MILL ROAD, BUILDING 3 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650 644 3950 MAIL ADDRESS: STREET 1: 1001 PAGE MILL ROAD, BUILDING 3 CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANKOLA JAMES CENTRAL INDEX KEY: 0001183231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38069 FILM NUMBER: 17790529 MAIL ADDRESS: STREET 1: C/O ARIBA INC STREET 2: 807 11TH AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 3 1 doc1.xml FORM 3 X0206 3 2017-04-27 0 0001535379 Cloudera, Inc. CLDR 0001183231 FRANKOLA JAMES C/O CLOUDERA, INC. 1001 PAGE MILL ROAD, BUILDING 3 PALO ALTO CA 94089 0 1 0 0 Chief Financial Officer Common Stock 552000 D Employee Stock Option (right to buy) 1.72 2022-10-08 Common Stock 426470 D Employee Stock Option (right to buy) 3.64 2023-11-07 Common Stock 100000 D Employee Stock Option (right to buy) 3.64 2023-11-07 Common Stock 100000 D Employee Stock Option (right to buy) 16.02 2025-01-30 Common Stock 41000 D Restricted Stock Units 0 Common Stock 95000 D Restricted Stock Units 0 Common Stock 117000 D Restricted Stock Units 0 Common Stock 180000 D The stock option is fully vested and immediately exercisable. 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. 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. 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. 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. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. 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. 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 2017-04-27 EX-24 2 poa_frankola.htm
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Middler, Jay Wedge, Jen Hitchcock, Amanda Baratz, Nanette Agustines and Winston Macaraeg, and each of them, as his or her true and lawful attorney-in-fact to:

(1)         execute for and on behalf of the undersigned, in the undersigned's capacity as a representative of Cloudera, Inc. (the "Company"), any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder with respect to transactions in the Company's securities;

(2)         do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or Form 3, 4 or 5 report and any amendments thereto and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

(3)         take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney‑in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorney‑in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of April, 2017.

 
/s/ Jim Frankola
 
Jim Frankola