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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cloudera Inc | NYSE:CLDR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.99 | 0 | 01:00:00 |
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Delaware
|
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26-2922329
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2017 Equity Incentive Plan
|
2017 Employee Stock Purchase Plan
|
|
Copies to:
|
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David A. Bell, Esq.
Niki Fang, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
|
|
David Middler, Esq.,
Chief Legal Officer
Jay Wedge, Esq.,
Associate General Counsel
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
(650) 362-0488
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CALCULATION OF REGISTRATION FEE
|
|||||||||
Title of Securities
To Be Registered |
Amount To Be
Registered (1) |
Proposed Maximum Offering Price
Per Share |
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
|||||
Common Stock, par value $0.00005 per share, reserved for future issuance pursuant to:
|
|
|
|
|
|||||
- the 2017 Equity Incentive Plan
|
7,266,350
(2)(4)
|
$20.77
(5)
|
$
|
150,922,090
|
|
$
|
18,790
|
|
|
- the 2017 Employee Stock Purchase Plan
|
1,453,270
(3)(4)
|
$17.65
(6)
|
$
|
25,650,216
|
|
$
|
3,193
|
|
|
TOTAL
|
8,719,620
|
|
N/A
|
$
|
176,572,305
|
|
$
|
21,983
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
|
(2)
|
Represents an automatic increase to the number of shares available for issuance under the 2017 Equity Incentive Plan (the “
2017 Plan
”) equal to 5% of the Registrant’s total issued and outstanding shares as of January 31, 2018. The increase was effective as of February 1, 2018.
|
(3)
|
Represents an automatic increase to the number of shares available for issuance under the 2017 Employee Stock Purchase Plan (the “
2017 ESPP
”) equal to 1% of the Registrant’s total outstanding shares as of January 31, 2018. The increase was effective as of February 1, 2018.
|
(4)
|
Shares available for issuance under the 2017 Plan and 2017 ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 28, 2017 (Registration No. 333-217522).
|
(5)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on March 28, 2018.
|
(6)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange March 28, 2018, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2017 ESPP.
|
Item 3.
|
Incorporation of Documents by Reference
.
|
(a)
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 filed with the Commission on April 4, 2018;
|
(b)
|
all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
|
(c)
|
the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38069) filed with the Commission on April 24, 2017 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
|
Exhibit
|
|
Incorporated by Reference
|
Filed
|
|||
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
4.01
|
10-Q
|
001-38069
|
3.01
|
June 9, 2017
|
|
|
4.02
|
10-Q
|
001-38069
|
3.02
|
June 9, 2017
|
|
|
4.03
|
S-1
|
333-217071
|
4.01
|
March 31, 2017
|
|
|
5.01
|
|
|
|
|
X
|
|
23.01
|
|
|
|
|
X
|
|
23.02
|
|
|
|
|
X
|
|
24.01
|
|
|
|
|
X
|
|
99.01
|
S-1/A
|
333-217071
|
10.03
|
April 10, 2017
|
|
|
99.02
|
S-1/A
|
333-217071
|
10.04
|
April 10, 2017
|
|
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Cloudera, Inc.
|
||
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By:
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/s/ Thomas J. Reilly
|
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|
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Thomas J. Reilly
|
|
|
|
Chief Executive Officer
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Name
|
Title
|
Date
|
|
|
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/s/ Thomas J. Reilly
|
Chief Executive Officer
|
April 4, 2018
|
Thomas J. Reilly
|
(Principal Executive Officer)
|
|
|
|
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/s/ Jim Frankola
|
Chief Financial Officer
|
April 4, 2018
|
Jim Frankola
|
(Principal Financial Officer)
|
|
|
|
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/s/ Priya Jain
|
Corporate Controller
|
April 4, 2018
|
Priya Jain
|
(Principal Accounting Officer)
|
|
|
|
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/s/ Michael A. Olson
|
Director
|
April 4, 2018
|
Michael A. Olson
|
|
|
|
|
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/s/ Martin I. Cole
|
Director
|
April 4, 2018
|
Martin I. Cole
|
|
|
|
|
|
/s/ Kimberly Hammonds
|
Director
|
April 4, 2018
|
Kimberly Hammonds
|
|
|
|
|
|
/s/ Ping Li
|
Director
|
April 4, 2018
|
Ping Li
|
|
|
|
|
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/s/ Rosemary Schooler
|
Director
|
April 4, 2018
|
Rosemary Schooler
|
|
|
|
|
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/s/ Steve J. Sordello
|
Director
|
April 4, 2018
|
Steve J. Sordello
|
|
|
/s/ Michael A. Stankey
|
Director
|
April 4, 2018
|
Michael A. Stankey
|
|
|
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