Sec Form 4 Filing - Reilly Thomas @ Cloudera, Inc. - 2019-07-31

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

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1. Name and Address of Reporting Person Reilly Thomas 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) Former CEO and President (Last) (First) (Middle) C/O CLOUDERA, INC., 395 PAGE MILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2019 (Street) PALO ALTO, CA94306 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 07/31/2019 M( 1 ) 50,000 A $ 0 1,852,314 ( 2 ) D Common Stock 07/31/2019 M( 1 ) 131,250 A $ 0 1,983,564 D Common Stock 07/31/2019 M( 1 ) 226,875 A $ 0 2,210,439 D Common Stock 07/31/2019 M( 1 ) 398,452 A $ 0 2,608,891 D Common Stock 07/31/2019 F( 3 ) 399,911 D $ 6 2,208,980 D Common Stock 08/01/2019 J( 5 ) 4,123,640 A $ 5.21 6,332,620 D Common Stock 08/01/2019 J( 5 ) 1,781,957 A $ 5.1 8,114,577 D Common Stock 08/01/2019 J( 5 ) 7,304,755 D $ 3.21 809,822 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 ( 4 ) 07/31/2019 M 50,000 ( 1 ) ( 1 ) Common Stock 50,000 $ 0 0 D Restricted Stock Units ( 4 ) 07/31/2019 M 131,250 ( 1 ) ( 1 ) Common Stock 131,250 $ 0 0 D Restricted Stock Units ( 4 ) 07/31/2019 M 226,875 ( 1 ) ( 1 ) Common Stock 226,875 $ 0 0 D Restricted Stock Units ( 4 ) 07/31/2019 M 398,452 ( 1 ) ( 1 ) Common Stock 398,452 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.21 08/01/2019 A( 5 ) 7,304,755 ( 6 ) 06/27/2023 Common Stock 7,304,755 $ 0 7,304,755 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reilly Thomas C/O CLOUDERA, INC. 395 PAGE MILL ROAD PALO ALTO, CA94306 Former CEO and President Signatures /s/Jay Wedge, Attorney-in-Fact 08/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Accelerated vesting and release of the restricted stock Units ("RSUs") pursuant to the acceleration provisions of the reporting person's Executive Transition Agreement dated June 5, 2019. ( 2 )Includes 1,206 shares acquired under the Issuer's employee stock purchase plan on June 20, 2019. ( 3 )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. ( 4 )Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 5 )Exempt pursuant to Section 16b-3(d)-(e). On July 31, 2019, the Compensation Committee of the Board of Directors of the Issuer approved the rescission of the reporting person's prior stock option exercises on June 6, 2019 and June 7, 2019 of his non-qualified stock option, dated June 28, 2013, and on August 1, 2019, subject to repayment to the Issuer of all related tax withholding amounts. On August 1, 2019 t he reporting person repaid the Issuer all related tax withholding amounts. This Form 4 is being filed solely to report that the reporting person still beneficially owns the option. ( 6 )The stock option is fully vested and immediately exercisable.

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).

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