SEC Form 4 · accession 0001140361-17-046825
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Michael Olson
Officer — Chief Strategy Officer
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 8:36 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,F3 | Dec 15, 2017 | M | 11,875 | $0.00 | A | 2,826,748 | I | By Family Trust |
| Common StockF3 | Dec 15, 2017 | M | 8,334 | $0.00 | A | 2,835,082 | I | By Family Trust |
| Common StockF3 | Dec 15, 2017 | M | 9,062 | $0.00 | A | 2,844,144 | I | By Family Trust |
| Common StockF3 | Dec 15, 2017 | F | 15,275 | $17.42 | D | 2,828,869 | I | By Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F6,F7 | $0.00 | Dec 15, 2017 | M | 11,875 | D | — | — | Common Stock | 11,875 | 47,500 | I |
| Restricted Stock UnitsF3,F6,F8 | $0.00 | Dec 15, 2017 | M | 8,334 | D | — | — | Common Stock | 8,334 | 75,000 | I |
| Restricted Stock UnitsF3,F6,F9 | $0.00 | Dec 15, 2017 | M | 9,062 | D | — | — | Common Stock | 9,062 | 117,813 | I |
Explanation of responses
- F1Vesting and release of restricted stock units ("RSUs")granted to the reporting person on March 15, 2017.
- F2Pursuant to a Form 4 filed on September 29, 2017, 28,833 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 28,775 shares were disposed of to meet such tax obligations; therefore, this amount includes the 58 shares that were not required to be disposed of in connection with the RSU settlement.
- F3Shares directly held by the Michael and Teresa Olson Revocable Trust dated May 24, 2001, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.
- F4Vesting and release of RSUs granted to the reporting person on June 15, 2017.
- F5Exempt 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.
- F6Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F7The RSUs vested as to 1/8th of the total number of shares on March 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.
- F8The 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.
- F9The 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.