Sec Form 4 Filing - Olson Michael @ Cloudera, Inc. - 2018-09-15

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 Olson Michael 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 Strategy Officer (Last) (First) (Middle) C/O CLOUDERA, INC., 395 PAGE MILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2018 (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 09/15/2018 M( 1 ) 11,875 A $ 0 11,875 D Common Stock 09/15/2018 M( 2 ) 8,334 A $ 0 20,209 D Common Stock 09/15/2018 M( 2 ) 9,063 A $ 0 29,272 D Common Stock 09/15/2018 M( 3 ) 6,250 A $ 0 35,522 D Common Stock 09/15/2018 F( 4 ) 17,613 D $ 18.57 17,909 D Common Stock 2,484,367 I By Family Trust ( 5 )

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 ) 09/15/2018 M( 1 ) 11,875 ( 7 ) ( 7 ) Common Stock 11,875 $ 0 11,875 D Restricted Stock Units $ 0 ( 6 ) 09/15/2018 M( 2 ) 8,334 ( 8 ) ( 8 ) Common Stock 8,334 $ 0 50,000 D Restricted Stock Units $ 0 ( 6 ) 09/15/2018 M( 2 ) 9,063 ( 9 ) ( 9 ) Common Stock 9,063 $ 0 90,625 D Restricted Stock Units $ 0 ( 6 ) 09/15/2018 M( 3 ) 6,250 ( 10 ) ( 10 ) Common Stock 6,250 $ 0 87,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Olson Michael C/O CLOUDERA, INC. 395 PAGE MILL ROAD PALO ALTO, CA94304 Chief Strategy Officer Signatures /s/ Michael Olson by Jay Wedge, Attorney-in-Fact 09/18/2018 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, 2017. ( 2 )Vesting and release of RSUs granted to the reporting person on June 15, 2017. ( 3 )Vesting and release of RSUs granted to the reporting person on March 23, 2018. ( 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 )Shares directly held by the Michael and Teresa Olson Revocable Trust dated May 24, 2001, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares. ( 6 )Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 7 )The RSUs vested as to 1/8th of the total number of shares on March 15, 2017 and thereafter vested or will continue to vest as to 1/8th 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. ( 8 )The RSUs vested as to 1/12th of the total number of shares on June 15, 2017 and thereafter vested or will continue to vest as to 1/12th 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. ( 9 )The RSUs vested as to 1/16th of the total number of shares on June 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. ( 10 )The RSUs will vest as to 1/16th of the total number of shares on June 15, 2018 and thereafter will 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).

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