SEC Form 4: Bearden Robert G converted options into 976,004 shares and returned 1,379,404 shares to the company, closing all direct ownership in the company
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Computer Software: Prepackaged Software
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc. [ CLDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/08/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 10/08/2021 | M(1) | 976,004 | A | (1) | 1,379,404 | D | |||
| Common Stock | 10/08/2021 | D(1) | 1,379,404 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | (1) | 10/08/2021 | M(1) | 976,004 | (1) | (1) | Common Stock | 976,004 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $3.65 | 10/08/2021 | D | 438,908 | (2) | 08/20/2023 | Common Stock | 438,908 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 8, 2021, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2021, by and among Sky Parent Inc. ("Parent"), Project Sky Merger Sub Inc. ("Merger Sub") and Cloudera, Inc. (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger, and each restricted stock unit held by the Reporting Person was converted into the right to receive $16.00 in cash (the "Merger Consideration"), subject to any continued vesting conditions in accordance with the terms of the Merger Agreement. |
| 2. This stock option was fully vested. Pursuant to the Merger Agreement, the stock option was cancelled in exchange for the right to receive a cash payment for each share underlying the stock option equal to the difference between the Merger Consideration and the exercise price per share. |
| Remarks: |
| /s/ Robert Bearden by David Howard, Attorney-in-Fact | 10/13/2021 | |
| ** 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 Number. | ||