Sec Form 4 Filing - Reasoner Scott @ Cloudera, Inc. - 2020-06-15

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

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1. Name and Address of Reporting Person Reasoner Scott 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 Accounting Officer (Last) (First) (Middle) C/O CLOUDERA, INC., 395 PAGE MILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2020 (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 06/15/2020 M 3,415 A 91,428 ( 2 ) D Common Stock 06/15/2020 M 1,138 A 92,570 D Common Stock 06/15/2020 M 47,710 A 140,280 D Common Stock 06/15/2020 M 23,854 A 164,134 D Common Stock 06/15/2020 F( 3 ) 28,438 D $ 11.6 135,696 D Common Stock 06/15/2020 S( 4 ) 1,721 D $ 12.7162 ( 5 ) 133,975 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 (RSU) ( 1 ) 06/15/2020 M 3,415 ( 6 ) ( 6 ) Common Stock 3,415 $ 0 34,154 D Restricted Stock Units (RSU) ( 1 ) 06/15/2020 M 1,138 ( 7 ) ( 7 ) Common Stock 1,138 $ 0 11,385 D Restricted Stock Units (RSU) ( 1 ) 06/15/2020 M 47,710 ( 8 ) ( 8 ) Common Stock 47,710 $ 0 143,130 D Restricted Stock Units (RSU) ( 1 ) 06/15/2020 M 23,854 ( 9 ) ( 9 ) Common Stock 23,854 $ 0 166,985 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reasoner Scott C/O CLOUDERA, INC. 395 PAGE MILL ROAD PALO ALTO, CA94306 Chief Accounting Officer Signatures /s/ Scott Reasoner by Jay Wedge, Attorney-in-Fact 06/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 2 )The total reflects four less shares than previously reported to correct a previous inadvertent clerical error. ( 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 )The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. ( 5 )Represents the weighted average sales price per share. The shares sold at prices ranging from $12.715 to $12.72 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. ( 6 )The RSUs vest as to 1/16th of the total number shares on each quarterly anniversary date of December 15, 2018, until 100% vested, subject to the Reporting Person's continued service through each vesting date. ( 7 )The RSUs vested as to 1/16th of the total number of shares on March 15, 2019 and thereafter vest as to 1/16th of the total number of shares in equal quarterly installments, until 100% vested, subject to the Reporting Person's continued service through each vesting date. ( 8 )The RSUs vested as to 1/4th of the total number of shares on June 15, 2020 and thereafter vest as to 1/4th of the total number of shares in equal quarterly installments until 100% vested, subject to the Reporting Person's continued service through each vesting date. ( 9 )The RSUs vested as to 1/8th of the total number of shares on June 15, 2020 and thereafter vest as to 1/8th of the total number of shares in equal quarterly installments until 100% vested, subject to the Reporting Person's continued service through each vesting date.

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).

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