Sec Form 4 Filing - Kimber Wayne @ Cloudera, Inc. - 2017-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kimber Wayne 2. Issuer Name and Ticker or Trading Symbol Cloudera, Inc. [ CLDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President of Finance (Last) (First) (Middle) C/O CLOUDERA, INC., 1001 PAGE MILL ROAD, BUILDING 3 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2017 (Street) PALO ALTO, CA94304 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/15/2017 M( 1 ) 1,025 A $ 0 2,343 D Common Stock 12/15/2017 M( 2 ) 2,063 A $ 0 4,406 D Common Stock 12/15/2017 M( 3 ) 2,963 A $ 0 7,369 D Common Stock 12/15/2017 F( 4 ) 2,276 D $ 17.42 5,093 D Common Stock 12/18/2017 S( 5 ) 3,775 ( 6 ) D $ 17.3703 ( 7 ) 1,318 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 8 ) 12/15/2017 M( 1 ) 1,025 ( 9 ) ( 9 ) Common Stock 1,025 $ 0 4,100 D Restricted Stock Units $ 0 ( 8 ) 12/15/2017 M( 2 ) 2,063 ( 10 ) ( 10 ) Common Stock 2,063 $ 0 16,500 D Restricted Stock Units $ 0 ( 8 ) 12/15/2017 M( 3 ) 2,963 ( 11 ) ( 11 ) Common Stock 2,963 $ 0 35,550 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kimber Wayne C/O CLOUDERA, INC. 1001 PAGE MILL ROAD, BUILDING 3 PALO ALTO, CA94304 Vice President of Finance Signatures /s/ Wayne Kimber by Jay Wedge, Attorney-in-Fact 12/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting and release of restricted stock units ("RSUs")granted to the reporting person on March 15, 2015. ( 2 )Vesting and release of RSUs granted to the reporting person on March 15, 2016. ( 3 )Vesting and release of RSUs granted to the reporting person on March 15, 2017. ( 4 )Exempt 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. ( 5 )This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person. ( 6 )Represents the aggregate of sales effected on the same day at different prices. ( 7 )Represents the weighted average sales price per share. The shares sold at prices ranging from $17.21 to $17.50 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. ( 8 )Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 9 )The RSUs vested as to 1/16th of the total number of shares on March 15, 2015 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. ( 10 )The RSUs vested as to 1/16th of the total number of shares on March 15, 2016 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. ( 11 )The RSUs vested as to 1/16th of the total number of shares on March 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.