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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jain Priya
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)
Controller/PrincipalAcctg.Ofcr
(Last)          (First)          (Middle)

C/O CLOUDERA, INC., 395 PAGE MILL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2018
(Street)

PALO ALTO, CA 94089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/15/2018     M (1)    1187   A $0   9930   (2) D    
Common Stock   9/15/2018     M (3)    2312   A $0   12242   D    
Common Stock   9/15/2018     M (4)    750   A $0   12992   D    
Common Stock   9/15/2018     F (5)    1471   D $18.57   11521   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 9/15/2018     M   (1)       1187      (7)   (7) Common Stock   1187   $0   15438   D    
Restricted Stock Units   $0   (6) 9/15/2018     M   (3)       2312      (8)   (8) Common Stock   2312   $0   25438   D    
Restricted Stock Units   $0   (6) 9/15/2018     M   (4)       750      (9)   (9) Common Stock   750   $0   10500   D    

Explanation of Responses:
(1)  Vesting and release of restricted stock units ("RSUs") granted to the reporting person on December 11, 2017.
(2)  Includes shares acquired by the Reporting Person under the Issuer's employee stock purchase plan on June 21, 2018.
(3)  Vesting and release of RSUs granted to the reporting person on May 30, 2017.
(4)  Vesting and release of RSUs granted to the reporting person on January 26, 2018.
(5)  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.
(6)  Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
(7)  1/16th of the total number of RSUs will vest on March 15, 2018, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
(8)  1/4th of the total number of RSUs will vest on June 15, 2018, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
(9)  1/16th of the total number of RSUs will vest on June 15, 2018, and thereafter shall vest as to 1/16th of the total number of RSUs in equal quarterly installments, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jain Priya
C/O CLOUDERA, INC.
395 PAGE MILL ROAD
PALO ALTO, CA 94089


Controller/PrincipalAcctg.Ofcr

Signatures
/s/ Priya Jain by Jay Wedge, Attorney-in-Fact 9/18/2018
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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