SEC Form 4 · accession 0001567619-19-000756
Cloudera, Inc. · CLDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Klausmeyer
Director
Period of report
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 9:41 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 | 107,662 | — | A | 107,662 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F3,F2 | $10.84 | Jan 3, 2019 | A | 125,574 | A | — | Aug 5, 2024 | Common Stock | 125,574 | 125,574 | D |
Explanation of responses
- F1Received in exchange for 82,500 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.
- F2The stock option is fully vested and immediately exercisable.
- F3Received on the Closing in exchange for a stock option to acquire 96226 shares of HDP common stock at the exercise price of $14.14 per share. The number of shares subject to this stock option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the HDP stock option from which it converted.