SEC Form 4 · accession 0001140361-17-046822
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Reilly
Officer — CEO and President
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 8:32 pm EST
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 StockF2 | Dec 15, 2017 | M | 16,667 | $0.00 | A | 69,389 | D | |
| Common Stock | Dec 15, 2017 | M | 18,750 | $0.00 | A | 88,139 | D | |
| Common Stock | Dec 15, 2017 | M | 25,875 | $0.00 | A | 114,014 | D | |
| Common Stock | Dec 15, 2017 | F | 31,983 | $17.42 | D | 82,031 | 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 UnitsF5,F6 | $0.00 | Dec 15, 2017 | M | 16,667 | D | — | — | Common Stock | 16,667 | 150,000 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Dec 15, 2017 | M | 18,750 | D | — | — | Common Stock | 18,750 | 243,750 | D |
| Restricted Stock UnitsF5,F8 | $0.00 | Dec 15, 2017 | M | 25,875 | D | — | — | Common Stock | 25,875 | 155,250 | D |
Explanation of responses
- F1Vesting and release of restricted stock units ("RSUs")granted to the reporting person on June 15, 2017.
- F2Pursuant to a Form 4 filed on September 29, 2017, 44,043 shares were reported as having been disposed of in exchange for the Issuer's agreement to pay certain tax obligations of the Reporting Person in connection with the settlement of Restricted Stock Units ("RSUs"). It was subsequently determined that only 43,986 shares were disposed of to meet such tax obligations; therefore, this amount includes the 57 shares that were not required to be disposed of in connection with the RSU settlement.
- F3Vesting and release of RSUs granted to the reporting person on September 15, 2017.
- F4Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the settlement of vested RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F5Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F6The RSUs vested as to 1/12th of the total number of shares on June 15, 2017 and thereafter vested or will continue to vest as to 1/12th of the total number of RSUs in equal quarterly installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F7The RSUs vested as to 1/16th of the total number of shares on June 15, 2017 and thereafter vested or will continue to vest as to 1/16th of the total number of RSUs in equal quarterly installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F8The RSUs vested as to 1/8th of the total number of shares on September 15, 2017 and thereafter vested or will continue to vest as to 1/8th of the total number of RSUs in equal quarterly installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.