SEC Form 4 · accession 0001567619-19-000754
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter H Fenton
Director
Period of report
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 9:39 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 StockF1 | Jan 3, 2019 | A | 80,688 | — | A | 80,688 | D | |
| Common StockF2,F3 | Jan 3, 2019 | A | 395,019 | — | A | 395,019 | I | By Benchmark Capital Partners VI, L.P. |
| Common StockF4,F5 | Jan 3, 2019 | A | 8,269,527 | — | A | 8,269,527 | I | By Benchmark Capital Partners VII, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Received in exchange for 61,830 shares of the common stock of Hortonworks, Inc., a Delaware corporation ("HDP") on the closing of the merger on January 3, 2019 (the "Closing") pursuant to the Agreement and Plan of Merger and Reorganization dated October 3, 2018 (the "Merger Agreement") by and among the Issuer, HDP and Surf Merger Corporation, a Delaware corporation and a direct, wholly owned subsidiary of the Issuer, whereby each share of HDP common stock was canceled and automatically converted into 1.305 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash, as provided in the Merger Agreement.
- F2Received in exchange for 302,697 shares of the common stock of HDP on the Closing pursuant to the Merger Agreement, thereby reflecting the Exchange Ratio.
- F3Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. Peter H. Fenton is a managing member of BCMC VI, which serves as general partner to BCP VI, BFF VI and BFF VI-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Mr. Fenton and each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).
- F4Received in exchange for 6,336,803 shares of the common stock of HDP on the Closing pursuant to the Merger Agreement, thereby reflecting the Exchange Ratio.
- F5Shares held of record by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Peter H. Fenton is a managing member of BCMC VII, which serves as general partner to BCP VII, BFF VII and BFF VII-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Mr. Fenton and each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).