Sec Form 4 Filing - Greylock XII GP LLC @ Cloudera, Inc. - 2017-05-03

Insider filing report for Changes in Beneficial Ownership
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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
Greylock XII GP LLC
2. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc. [ CLDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/03/2017
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/03/2017 C 12,140,760 A 12,140,760 I By Greylock XII Limited Partnership ( 2 )
Common Stock 05/03/2017 C 1,348,968 A 1,348,968 I By Greylock XII-A Limited Partnership ( 3 )
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
Series B Preferred Stock ( 1 ) 05/03/2017 C 6,434,806 ( 1 ) ( 1 ) Common Stock 6,434,806 ( 1 ) 0 I By Greylock XII Limited Partnership ( 2 )
Series B Preferred Stock ( 1 ) 05/03/2017 C 714,978 ( 1 ) ( 1 ) Common Stock 714,978 ( 1 ) 0 I By Greylock XII-A Limited Partnership ( 3 )
Series C Preferred Stock ( 1 ) 05/03/2017 C 1,666,564 ( 1 ) ( 1 ) Common Stock 1,666,564 ( 1 ) 0 I By Greylock XII Limited Partnership ( 2 )
Series C Preferred Stock ( 1 ) 05/03/2017 C 185,172 ( 1 ) ( 1 ) Common Stock 185,172 ( 1 ) 0 I By Greylock XII-A Limited Partnership ( 3 )
Series D Preferred Stock ( 1 ) 05/03/2017 C 1,290,196 ( 1 ) ( 1 ) Common Stock 1,290,196 ( 1 ) 0 I By Greylock XII Limited Partnership ( 2 )
Series D Preferred Stock ( 1 ) 05/03/2017 C 143,352 ( 1 ) ( 1 ) Common Stock 143,352 ( 1 ) 0 I By Greylock XII-A Limited Partnership ( 3 )
Series E Preferred Stock ( 1 ) 05/03/2017 C 2,749,194 ( 1 ) ( 1 ) Common Stock 2,749,194 ( 1 ) 0 I By Greylock XII Limited Partnership ( 2 )
Series E Preferred Stock ( 1 ) 05/03/2017 C 305,466 ( 1 ) ( 1 ) Common Stock 305,466 ( 1 ) 0 I By Greylock XII-A Limited Partnership ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Greylock XII GP LLC
2550 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Greylock XII Limited Partnership
2550 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Greylock XII-A Limited Partnership
2550 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Signatures
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC 05/03/2017
Signature of Reporting Person Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC, the general partner of Greylock XII Limited Partnership 05/03/2017
Signature of Reporting Person Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC, the general partner of Greylock XII-A Limited Partnership 05/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the consummation of the Issuer's initial public offering on May 3, 2017, each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had n o expiration date. All shares of Common Stock issued upon conversion were aggregated.
( 2 )The shares are held directly by Greylock XII Limited Partnership ("Greylock XII LP"). Greylock XII GP Limited Liability Company ("Greylock XII GP") is the sole General Partner of Greylock XII Limited Partnership and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XII LP. Greylock XII GP disclaims beneficial ownership of the securities held by Greylock XII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )The shares are held directly by Greylock XII-A Limited Partnership ("Greylock XII-A LP"). Greylock XII GP Limited Liability Company is the sole General Partner of Greylock XII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XII-A LP. Greylock XII GP disclaims beneficial ownership of the securities held by Greylock XII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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