SEC Form 4 · accession 0001140361-17-035985
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Frankola
Officer — Chief Financial Officer
Period of report
Apr 27, 2017
Accepted (ET)
Sep 19, 2017 · 9:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001535379
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 27, 2017 | M | 11,875 | $0.00 | A | 563,875 | D | |
| Common Stock | Apr 27, 2017 | M | 29,250 | $0.00 | A | 593,125 | D | |
| Common Stock | Jun 15, 2017 | M | 11,875 | $0.00 | A | 605,000 | D | |
| Common Stock | Jun 15, 2017 | M | 7,312 | $0.00 | A | 612,312 | D | |
| Common Stock | Jun 15, 2017 | M | 11,250 | $0.00 | A | 623,562 | D | |
| Common Stock | Sep 15, 2017 | M | 11,875 | $0.00 | A | 635,437 | D | |
| Common Stock | Sep 15, 2017 | M | 7,313 | $0.00 | A | 642,750 | D | |
| Common Stock | Sep 15, 2017 | M | 11,250 | $0.00 | A | 654,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F1,F2 | $0.00 | Apr 27, 2017 | M | 11,875 | D | — | — | Common Stock | 11,875 | 83,125 | D |
| Restricted Stock UnitsF6,F3,F2 | $0.00 | Apr 27, 2017 | M | 29,250 | D | — | — | Common Stock | 29,250 | 87,750 | D |
| Restricted Stock UnitsF6,F1,F2 | $0.00 | Jun 15, 2017 | M | 11,875 | D | — | — | Common Stock | 11,875 | 71,250 | D |
| Restricted Stock UnitsF6,F3,F2 | $0.00 | Jun 15, 2017 | M | 7,312 | D | — | — | Common Stock | 7,312 | 80,438 | D |
| Restricted Stock UnitsF6,F4,F5 | $0.00 | Jun 15, 2017 | M | 11,250 | D | — | — | Common Stock | 11,250 | 168,750 | D |
| Restricted Stock UnitsF6,F1,F2 | $0.00 | Sep 15, 2017 | M | 11,875 | D | — | — | Common Stock | 11,875 | 59,375 | D |
| Restricted Stock UnitsF6,F3,F2 | $0.00 | Sep 15, 2017 | M | 7,313 | D | — | — | Common Stock | 7,313 | 73,125 | D |
| Restricted Stock UnitsF6,F4,F5 | $0.00 | Sep 15, 2017 | M | 11,250 | D | — | — | Common Stock | 11,250 | 157,500 | D |
Explanation of responses
- F1Conversion of restricted stock units ("RSUs") that have vested into shares of the Issuer's Common Stock. 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 1/8th of the total number of RSUs on March 15, 2017 and thereafter is satisfied with respect to 1/8th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on April 27, 2017, the effective date of the Issuer's initial public offering (the "IPO Date").
- F2The RSUs vested on the IPO Date, June 15, 2017 and September 15, 2017, in accordance with the corresponding quarterly vesting schedule. Vested RSUs through September 15, 2017 will be settled in shares of the Issuer's Common Stock and delivered to the Reporting Person on a date to be determined by the Issuer's board of directors or an authorized committee thereof, which date is currently expected to be concurrent with the effective date of the offering described in the Form S-1 (File No. 333-220494), initially filed with the Securities and Exchange Commission on September 15, 2017. Subsequently thereafter, the RSUs will vest and be settled upon the satisfaction of the service based requirement in equal quarterly installments.
- F3Conversion of RSUs that have vested into shares of the Issuer's Common Stock. 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 on June 15, 2017 and thereafter is satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on the IPO Date.
- F4Conversion of RSUs that have vested into shares of the Issuer's Common Stock. 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 on June 15, 2016 and thereafter is satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on the IPO Date.
- F5The RSUs vested on June 15, 2017 and September 15, 2017, in accordance with the corresponding quarterly vesting schedule. Vested RSUs through September 15, 2017 will be settled in shares of the Issuer's Common Stock and delivered to the Reporting Person on a date to be determined by the Issuer's board of directors or an authorized committee thereof, which date is currently expected to be concurrent with the effective date of the offering described in the Form S-1 (File No. 333-220494), initially filed with the Securities and Exchange Commission on September 15, 2017. Subsequently thereafter, the RSUs will vest and be settled upon the satisfaction of the service based requirement in equal quarterly installments.
- F6Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.