SEC Form 4 · accession 0001140361-18-013929
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Olson
Officer — Chief Strategy Officer
Period of report
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 9:58 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 StockF2,F3,F4 | Mar 14, 2018 | S | 27,619 | $20.1938 | D | 2,788,920 | I | By Family Trust |
| Common Stock | Mar 15, 2018 | M | 11,875 | $0.00 | A | 56,421 | D | |
| Common Stock | Mar 15, 2018 | M | 8,333 | $0.00 | A | 64,754 | D | |
| Common Stock | Mar 15, 2018 | M | 9,063 | $0.00 | A | 73,817 | D | |
| Common Stock | Mar 15, 2018 | F | 10,300 | $20.34 | D | 63,517 | 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 UnitsF8,F9 | $0.00 | Mar 15, 2018 | M | 11,875 | D | — | — | Common Stock | 11,875 | 35,625 | D |
| Restricted Stock UnitsF8,F10 | $0.00 | Mar 15, 2018 | M | 8,333 | D | — | — | Common Stock | 8,333 | 66,667 | D |
| Restricted Stock UnitsF8,F11 | $0.00 | Mar 15, 2018 | M | 9,063 | D | — | — | Common Stock | 9,063 | 108,750 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F10The 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.
- F11The 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.
- F2Represents the aggregate of sales effected on the same day at different prices.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $19.94 to $20.37 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F4Shares 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.
- F5Vesting and release of restricted stock units ("RSUs") granted to the reporting person on March 15, 2017.
- F6Vesting and release of RSUs granted to the reporting person on June 15, 2017.
- F7Exempt 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.
- F8Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F9The 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.