SEC Form 4 · accession 0001567619-18-002846
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
Sep 15, 2018
Accepted (ET)
Sep 18, 2018 · 6:36 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 | Sep 15, 2018 | M | 16,667 | $0.00 | A | 180,555 | D | |
| Common Stock | Sep 15, 2018 | M | 18,750 | $0.00 | A | 199,305 | D | |
| Common Stock | Sep 15, 2018 | M | 25,875 | $0.00 | A | 225,180 | D | |
| Common Stock | Sep 15, 2018 | M | 20,625 | $0.00 | A | 245,805 | D | |
| Common Stock | Sep 15, 2018 | F | 40,616 | $18.57 | D | 205,189 | 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,F7 | $0.00 | Sep 15, 2018 | M | 16,667 | D | — | — | Common Stock | 16,667 | 100,000 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Sep 15, 2018 | M | 18,750 | D | — | — | Common Stock | 18,750 | 187,500 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | Sep 15, 2018 | M | 25,875 | D | — | — | Common Stock | 25,875 | 77,625 | D |
| Restricted Stock UnitsF6,F10 | $0.00 | Sep 15, 2018 | M | 20,625 | D | — | — | Common Stock | 20,625 | 288,750 | D |
Explanation of responses
- F1Vesting and release of restricted stock units ("RSUs") granted to the reporting person on June 15, 2017.
- F10The RSUs will vest as to 1/16th of the total number of shares on June 15, 2018 and thereafter will 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.
- F2Includes shares acquired by the Reporting Person under the Issuer's employee stock purchase plan on June 20, 2018.
- F3Vesting and release of RSUs granted to the reporting person on September 15, 2017.
- F4Vesting and release of RSUs granted to the reporting person on March 23, 2018.
- 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 1/12th 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.
- F8The 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.
- F9The 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.