Sec Form 4 Filing - FRANKOLA JAMES @ Cloudera, Inc. - 2017-04-27

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 FRANKOLA JAMES 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) Chief Financial Officer (Last) (First) (Middle) C/O CLOUDERA, INC., 1001 PAGE MILL ROAD, BUILDING 3 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2017 (Street) PALO ALTO, CA94089 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 04/27/2017 M( 1 )( 2 ) 11,875 A $ 0 563,875 D Common Stock 04/27/2017 M( 3 )( 2 ) 29,250 A $ 0 593,125 D Common Stock 06/15/2017 M( 1 )( 2 ) 11,875 A $ 0 605,000 D Common Stock 06/15/2017 M( 3 )( 2 ) 7,312 A $ 0 612,312 D Common Stock 06/15/2017 M( 4 )( 5 ) 11,250 A $ 0 623,562 D Common Stock 09/15/2017 M( 1 )( 2 ) 11,875 A $ 0 635,437 D Common Stock 09/15/2017 M( 3 )( 2 ) 7,313 A $ 0 642,750 D Common Stock 09/15/2017 M( 4 )( 5 ) 11,250 A $ 0 654,000 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 ( 6 ) 04/27/2017 M( 1 ) 11,875 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 11,875 $ 0 83,125 D Restricted Stock Units $ 0 ( 6 ) 04/27/2017 M( 3 ) 29,250 ( 3 )( 2 ) ( 3 )( 2 ) Common Stock 29,250 $ 0 87,750 D Restricted Stock Units $ 0 ( 6 ) 06/15/2017 M( 1 ) 11,875 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 11,875 $ 0 71,250 D Restricted Stock Units $ 0 ( 6 ) 06/15/2017 M( 3 ) 7,312 ( 3 )( 2 ) ( 3 )( 2 ) Common Stock 7,312 $ 0 80,438 D Restricted Stock Units $ 0 ( 6 ) 06/15/2017 M( 4 ) 11,250 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 11,250 $ 0 168,750 D Restricted Stock Units $ 0 ( 6 ) 09/15/2017 M( 1 ) 11,875 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 11,875 $ 0 59,375 D Restricted Stock Units $ 0 ( 6 ) 09/15/2017 M( 3 ) 7,313 ( 3 )( 2 ) ( 3 )( 2 ) Common Stock 7,313 $ 0 73,125 D Restricted Stock Units $ 0 ( 6 ) 09/15/2017 M( 4 ) 11,250 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 11,250 $ 0 157,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRANKOLA JAMES C/O CLOUDERA, INC. 1001 PAGE MILL ROAD, BUILDING 3 PALO ALTO, CA94089 Chief Financial Officer Signatures /s/ James Frankola by Jay Wedge, Attorney-in-Fact 09/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion of restricted stock units ("RSUs") that have vested into shares of the Issuer's Common Stock. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/8th of the total number of RSUs on March 15, 2017 and thereafter is satisfied with respect to 1/8th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on April 27, 2017, the effective date of the Issuer's initial public offering (the "IPO Date"). ( 2 )The RSUs vested on the IPO Date, June 15, 2017 and September 15, 2017, in accordance with the corresponding quarterly vesting schedule. Vested RSUs through September 15, 2017 will be settled in shares of the Issuer's Common Stock and delivered to the Reporting Person on a date to be determined by the Issuer's board of directors or an authorized committee thereof, which date is currently expected to be concurrent with the effective date of the offering described in the Form S-1 (File No. 333-220494), initially filed with the Securities and Exchange Commission on September 15, 2017. Subsequently thereafter, the RSUs will vest and be settled upon the satisfaction of the service based requirement in equal quarterly installments. ( 3 )Conversion of RSUs that have vested into shares of the Issuer's Common Stock. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/16th of the total number of RSUs on June 15, 2017 and thereafter is satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on the IPO Date. ( 4 )Conversion of RSUs that have vested into shares of the Issuer's Common Stock. The RSUs vest and are settled upon the satisfaction of both a service based requirement and a liquidity event requirement. The service based requirement was satisfied with respect to 1/16th of the total number of RSUs on June 15, 2016 and thereafter is satisfied with respect to 1/16th of the total number of RSUs in equal quarterly installments. The liquidity event requirement was satisfied on the IPO Date. ( 5 )The RSUs vested on June 15, 2017 and September 15, 2017, in accordance with the corresponding quarterly vesting schedule. Vested RSUs through September 15, 2017 will be settled in shares of the Issuer's Common Stock and delivered to the Reporting Person on a date to be determined by the Issuer's board of directors or an authorized committee thereof, which date is currently expected to be concurrent with the effective date of the offering described in the Form S-1 (File No. 333-220494), initially filed with the Securities and Exchange Commission on September 15, 2017. Subsequently thereafter, the RSUs will vest and be settled upon the satisfaction of the service based requirement in equal quarterly installments. ( 6 )Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

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