Robert Bearden - Oct 8, 2021 Form 4 Insider Report for Cloudera, Inc. (CLDR)

Role: Chief Executive Officer
Signature: /s/ Robert Bearden by David Howard, Attorney-in-Fact
Stock symbol: CLDR
Transactions as of: Oct 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/13/2021, 08:58 PM
Previous filing: Sep 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CLDR	Common Stock	Options Exercise		+976K	+241.94%		1.38M	Oct 8, 2021	Direct	F1
transaction	CLDR	Common Stock	Disposed to Issuer		-1.38M	-100%		0	Oct 8, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CLDR	Restricted Stock Units	Options Exercise		-976K	-100%		0	Oct 8, 2021	Common Stock	976K		Direct	F1
transaction	CLDR	Stock Option (right to buy)	Disposed to Issuer		-439K	-100%		0	Oct 8, 2021	Common Stock	439K	$3.65	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Bearden is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.