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 *

BEARDEN ROBERT G
2. Issuer Name and Ticker or Trading Symbol

Cloudera, Inc. [ CLDR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

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

6/15/2020
(Street)

PALO ALTO, CA 94306
(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 6/15/2020  M  40140 A (1)572902 D  
Common Stock 6/15/2020  M  134702 A (1)707604 D  
Common Stock 6/15/2020  F(2)  78855 D$11.60 628749 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSU)  (1)6/15/2020  M     40140   (3) (3)Common Stock 40140 $0.00 0 D  
Restricted Stock Units (RSU)  (1)6/15/2020  M     134702   (4) (4)Common Stock 134702 $0.00 1347024 D  

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) 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.
(3) The RSUs vested as to 100% of the total shares on June 15, 2020.
(4) Subject in each case to the Reporting Person remaining as the Chief Executive Officer on each vesting date, (i) 1/12th of the RSUs vest and settle on each of the first four quarterly anniversaries following December 15, 2019, and (ii) for periods after the first four quarterly vesting dates, 1/12th of the RSUs vest and settle on March 15, 2021 and on each of the seven following quarterly anniversaries thereof, subject to satisfaction of performance conditions.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BEARDEN ROBERT G
C/O CLOUDERA, INC.
395 PAGE MILL ROAD
PALO ALTO, CA 94306
X
Chief Executive Officer

Signatures
/s/ Robert G. Bearden, Jr.6/17/2020
**Signature of Reporting PersonDate

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