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^*

Reilly Thomas

(Last)

(First)

(Middle)

C/O CLOUDERA, INC.

1001 PAGE MILL ROAD, BUILDING 3

(Street)

PALO ALTO

94304

(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 Executive 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)

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⁾	06/27/2023	Common Stock	7,335,907	$3.21	D
Employee Stock Option (right to buy)	⁽²⁾	03/25/2025	Common Stock	89,000	$16.24	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	207,000	$0⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	200,000	$0⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	300,000	$0⁽⁴⁾	D

Explanation of Responses:

1. The stock option is immediately exercisable and will vest in full on June 1, 2017.

2. The stock option will vest and become exercisable in 24 equal monthly installments beginning on July 18, 2017, subject to the continuing employment of the Reporting Person on each vesting date.

3. 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 will be satisfied with respect to 1/8th of the total number of RSUs on September 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.

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

5. 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 1/12th of the total number of RSUs on June 15, 2017, and thereafter will be satisfied with respect to 1/12th 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.

6. 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 RSUson 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/ Thomas Reilly 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.