SEC Form 4 · accession 0001567619-18-008292
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Priya Jain
Officer — Controller/PrincipalAcctg.Ofcr
Period of report
Dec 15, 2018
Accepted (ET)
Dec 18, 2018 · 5:32 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 Stock | Dec 15, 2018 | M | 1,188 | $0.00 | A | 12,709 | D | |
| Common Stock | Dec 15, 2018 | M | 2,313 | $0.00 | A | 15,022 | D | |
| Common Stock | Dec 15, 2018 | M | 750 | $0.00 | A | 15,772 | D | |
| Common Stock | Dec 15, 2018 | F | 1,471 | $12.34 | D | 14,301 | 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, 2018 | M | 1,188 | D | — | — | Common Stock | 1,188 | 14,250 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Dec 15, 2018 | M | 2,313 | D | — | — | Common Stock | 2,313 | 23,125 | D |
| Restricted Stock UnitsF5,F8 | $0.00 | Dec 15, 2018 | M | 750 | D | — | — | Common Stock | 750 | 9,750 | D |
Explanation of responses
- F1Vesting and release of restricted stock units ("RSUs") granted to the reporting person on December 11, 2017.
- F2Vesting and release of RSUs granted to the reporting person on May 30, 2017.
- F3Vesting and release of RSUs granted to the reporting person on January 26, 2018.
- 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.
- F61/16th of the total number of RSUs will vest on March 15, 2018, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
- F71/4th of the total number of RSUs will vest on June 15, 2018, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
- F81/16th of the total number of RSUs will vest on June 15, 2018, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.