Statement of Changes in Beneficial Ownership (4)
October 04 2017 - 6:03PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Accel X LP
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2. Issuer Name
and
Ticker or Trading Symbol
Cloudera, Inc.
[
CLDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
428 UNIVERSITY AVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2017
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/2/2017
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S
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4459070
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D
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$15.792
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8133112
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D
(1)
(2)
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Common Stock
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10/2/2017
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S
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466328
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D
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$15.792
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850559
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I
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By Accel Investors 2008 L.L.C.
(2)
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Common Stock
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10/2/2017
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S
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337900
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D
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$15.792
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616315
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I
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By Accel X Strategic Partners L.P.
(1)
(2)
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Common Stock
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10/2/2017
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S
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1068794
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D
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$15.792
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1949426
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I
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By Accel Growth Fund II L.P.
(3)
(4)
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Common Stock
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10/2/2017
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S
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77387
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D
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$15.792
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141150
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I
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By Accel Growth Fund II Strategic Partners L.P.
(3)
(4)
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Common Stock
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10/2/2017
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S
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104016
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D
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$15.792
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189720
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I
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By Accel Growth Fund Investors 2012 L.L.C.
(4)
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Common Stock
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10/2/2017
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S
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1382
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D
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$15.792
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0
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I
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By Accel Investors 2013 L.L.C.
(5)
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Common Stock
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10/2/2017
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S
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13007
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D
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$15.792
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0
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I
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By Accel XI, L.P.
(5)
(6)
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Common Stock
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10/2/2017
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S
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978
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D
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$15.792
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0
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I
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By Accel XI Strategic Partners L.P.
(5)
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Accel X Associates L.L.C. is the general partner of Accel X L.P. and Accel X Strategic Partners L.P. and has the sole voting and investment power.
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(2)
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Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2008 L.L.C. and Accel X Associates L.L.C. and share voting and investment powers over such shares.
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(3)
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Accel Growth Fund II Associates L.L.C. ("AGF II Associates") is the general partner of Accel Growth Fund II L.P. ("AGF II") and Accel Growth Fund II Strategic Partners L.P. ("AGF II Strategic") and has the sole voting and investment power.
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(4)
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Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF II Associates and Accel Growth Fund Investors 2012 L.L.C. and share voting and investment powers over such shares.
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(5)
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Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2013 L.L.C. and Accel XI Associates L.L.C. and share voting and investment powers over such shares.
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(6)
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Accel XI Associates L.L.C. is the General Partner of Accel XI, L.P. and Accel XI Strategic Partners L.P. and has the sole voting and investment power.
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Remarks:
This report is the same as the Form 4 filed by Accel X LP of identical date and together comprise a single Form 4. Combined, the reports report the holdings for the following reporting persons: Accel X L.P., Accel X Strategic Partners L.P., Accel XI, L.P., Accel XI Strategic Partners L.P., Accel X Associates L.L.C., Accel XI Associates L.L.C., Accel Investors 2008 L.L.C., Accel Investors 2013 L.L.C., Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P., Accel Growth Fund Investors 2012 L.L.C. and Accel Growth Fund II Associates L.L.C.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Accel X LP
428 UNIVERSITY AVE
PALO ALTO, CA 94301
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X
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Accel Growth Fund II L.P.
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
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X
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Accel Growth Fund II Strategic Partners L.P.
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
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X
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Accel Growth Fund Investors 2012 L.L.C.
428 UNIVERSITY AVE
PALO ALTO, CA 94301
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X
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Accel Growth Fund II Associates L.L.C.
428 UNIVERSITY AVE
PALO ALTO, CA 94301
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X
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Signatures
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/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel X L.P.
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10/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II L.P.
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10/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II Strategic Partners L.P.
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10/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund Investors 2012 L.L.C.
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10/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Tracy L. Sedlock, as Attorney-In-Fact, for Accel Growth Fund II Associates L.L.C.
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10/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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