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Sec Form 4 Filing - ICAHN CARL C @ Cloudera Inc. - 2019-09-09

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
ICAHN CARL C
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)
C/O ICAHN ASSOCIATES HOLDINGS LLC, 767 FIFTH AVE., SUITE 4700
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2019
(Street)
NEW YORK, NY10153
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, par value $0.00005 per share ("Shares") 09/09/2019 J( 6 ) 561,708 A $ 5 18,158,474 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 22 )
Shares 09/09/2019 P( 7 ) 439,914 A $ 5 18,598,388 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 ) ( 22 )
Shares 09/09/2019 J( 8 ) 1,144,930 A $ 5 19,743,318 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 8 ) ( 22 )
Shares 09/09/2019 J( 9 ) 624,085 A $ 5 20,367,403 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 9 ) ( 22 )
Shares 09/09/2019 J( 10 ) 2,370,073 A $ 5 22,737,476 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 10 ) ( 22 )
Shares 09/09/2019 J( 11 ) 1,139,049 A $ 5 23,876,525 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 11 ) ( 22 )
Shares 09/09/2019 J( 12 ) 2,200,072 A $ 5 26,076,597 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 12 ) ( 22 )
Shares 09/09/2019 J( 13 ) 8,531,565 A $ 5 34,608,162 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 13 ) ( 22 )
Shares 09/09/2019 J( 14 ) 1,648,299 A $ 5 36,256,461 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 14 ) ( 22 )
Shares 09/09/2019 J( 15 ) 3,273,035 A $ 5 39,529,496 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 15 ) ( 22 )
Shares 09/09/2019 J( 16 ) 1,575,000 A $ 5 41,104,496 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 16 ) ( 22 )
Shares 09/09/2019 J( 17 ) 4,075,549 A $ 5 45,180,045 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 17 ) ( 22 )
Shares 09/09/2019 J( 18 ) 1,868,576 A $ 5 47,048,621 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 18 ) ( 22 )
Shares 09/09/2019 J( 19 ) 3,294,839 A $ 5 50,343,460 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 19 ) ( 22 )
Shares 09/09/2019 J( 20 ) 2,451,758 A $ 5 52,795,218 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 20 ) ( 22 )
Shares 09/09/2019 J( 21 ) 2,000,000 A $ 5 54,795,218 I please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 21 ) ( 22 )
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
Forward Contracts (obligation to purchase) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 ) 09/09/2019 J( 6 )( 7 )( 8 )( 9 )( 10 )( 11 )( 12 )( 13 )( 14 )( 15 )( 16 )( 17 )( 18 )( 19 )( 20 )( 21 ) 1 ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 ) ( 6 )( 7 )( 8 )( 9 )( 10 )( 11 )( 12 )( 13 )( 14 )( 15 )( 16 )( 17 )( 18 )( 19 )( 20 )( 21 ) ( 6 )( 7 )( 8 )( 9 )( 10 )( 11 )( 12 )( 13 )( 14 )( 15 )( 16 )( 17 )( 18 )( 19 )( 20 )( 21 ) Shares 37,198,452 ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) ( 18 ) ( 19 ) ( 20 ) ( 21 ) 0 I please see footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 22 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
767 FIFTH AVE., SUITE 4700
NEW YORK, NY10153
X
HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY10601
X
ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY10601
X
ICAHN PARTNERS MASTER FUND LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY10601
X
Signatures
CARL C. ICAHN 09/09/2019
** Signature of Reporting Person Date
HIGH RIVER LIMITED PARTNERSHIP 09/09/2019
** Signature of Reporting Person Date
ICAHN PARTNERS LP 09/09/2019
** Signature of Reporting Person Date
ICAHN PARTNERS MASTER FUND LP 09/09/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, High River Limited Partnership ("High River"), Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn, High River, and Icahn Partners, the "Reporting Persons").
( 2 )Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
( 3 )Each of Barberry and Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, and Icahn Master. Each of Hopper, Barberry, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended (the "Act")), the common stock, $0.00005 par value per share (the "Shares"), of Cloudera, Inc. which High River owns. Each of Hopper, Barberry, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
( 4 )Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
( 5 )Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
( 6 )On or about the date of this Form 4 (the "Reporting Date"), the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 112,342 Shares, (ii) Icahn Partners of 262,879 Shares, and (iii) Icahn Master of 186,487 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $0.80 per Share at the inception of the forward contract.
( 7 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 87,983 Shares, (ii) Icahn Partners of 205,879 Shares, and (iii) Icahn Master of 146,052 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $0.85 per Share at the inception of the forward contract.
( 8 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 228,986 Shares, (ii) Icahn Partners of 535,827 Shares, and (iii) Icahn Master of 380,117 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $0.77 per Share at the inception of the forward contract.
( 9 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 124,817 Shares, (ii) Icahn Partners of 292,073 Shares, and (iii) Icahn Master of 207,195 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $0.96 per Share at the inception of the forward contract.
( 10 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 474,015 Shares, (ii) Icahn Partners of 1,109,193 Shares, and (iii) Icahn Master of 786,865 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $0.95 per Share at the inception of the forward contract.
( 11 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 227,810 Shares, (ii) Icahn Partners of 533,075 Shares, and (iii) Icahn Master of 378,164 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $0.99 per Share at the inception of the forward contract.
( 12 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 440,014 Shares, (ii) Icahn Partners of 1,029,633 Shares, and (iii) Icahn Master of 730,425 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.05 per Share at the inception of the forward contract.
( 13 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 1,706,313 Shares, (ii) Icahn Partners of 3,986,515 Shares, and (iii) Icahn Master of 2,838,737 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.24 per Share at the inception of the forward contract.
( 14 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 329,660 Shares, (ii) Icahn Partners of 771,105 Shares, and (iii) Icahn Master of 547,534 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.54 per Share at the inception of the forward contract.
( 15 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 654,607 Shares, (ii) Icahn Partners of 1,531,188 Shares, and (iii) Icahn Master of 1,087,240 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.50 per Share at the inception of the forward contract.
( 16 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 315,000 Shares, (ii) Icahn Partners of 736,815 Shares, and (iii) Icahn Master of 523,185 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.45 per Share at the inception of the forward contract.
( 17 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 815,110 Shares, (ii) Icahn Partners of 1,906,619 Shares, and (iii) Icahn Master of 1,353,820 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.58 per Share at the inception of the forward contract.
( 18 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 373,715 Shares, (ii) Icahn Partners of 874,156 Shares, and (iii) Icahn Master of 620,705 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.94 per Share at the inception of the forward contract.
( 19 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 658,968 Shares, (ii) Icahn Partners of 1,541,388 Shares, and (iii) Icahn Master of 1,094,483 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.99 per Share at the inception of the forward contract.
( 20 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 490,352 Shares, (ii) Icahn Partners of 1,146,979 Shares, and (iii) Icahn Master of 814,427 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.73 per Share at the inception of the forward contract.
( 21 )On or about the Reporting Date, the Reporting Persons obtained direct ownership of Shares previously purchased pursuant to a forward contract. The forward contract provided for the purchase by (i) High River of 400,000 Shares, (ii) Icahn Partners of 935,638 Shares, and (iii) Icahn Master of 664,362 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, the Reporting Persons paid the counterparty to the forward contract $1.74 per Share at the inception of the forward contract.
( 22 )On or about the Reporting Date and after all of the transactions reported on this Form 4, High River directly beneficially owns 10,959,045 Shares, Icahn Partners directly beneficially owns 25,634,245 Shares, and Icahn Master directly beneficially owns 18,201,928 Shares.

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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