Sec Form 4 Filing - Reasoner Scott @ Cloudera, Inc. - 2019-09-15

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 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) 09/15/2019 (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 09/15/2019 M( 1 ) 1,139 A 114,657 D Common Stock 09/15/2019 M( 3 ) 3,415 A 118,072 D Common Stock 09/15/2019 F( 4 ) 1,575 D $ 8.92 116,497 D Common Stock 09/16/2019 S( 5 ) 2,234 D $ 9.0261 ( 6 ) 114,263 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 Secur ity: 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) ( 2 ) 09/15/2019 M( 1 ) 1,139 ( 7 ) ( 7 ) Common Stock 1,139 $ 0 14,800 D Restricted Stock Units (RSU) ( 2 ) 09/15/2019 M( 3 ) 3,415 ( 8 ) ( 8 ) Common Stock 3,415 $ 0 44,400 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, CA94089 Chief Accounting Officer Signatures /s/Jay Wedge, Attorney-in-Fact 09/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting and release of RSUs granted to the reporting person on April 17, 2019. ( 2 )Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 3 )Vesting and release of RSUs granted to the reporting person on January 17, 2019. ( 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 )The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.97 to $9.16 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )The RSUs vested as to 1/16th of the total number of shares on March 15, 2019, and thereafter shall vest as to 1/16th of the total number of shares in equal quarterly installments, subject to Reporting Person's continued service through each vesting date. ( 8 )The RSUs shall vest and be settled as to 1/16th of the total number shares on each quarterly anniversary date of December 15, 2018, subject to 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).

** 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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