CLDR / Cloudera Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

As filed with the Securities and Exchange Commission on October 19, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXC

As filed with the Securities and Exchange Commission on October 19, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Cloudera Completes Agreement To Become a Private Company

Exhibit 99.1 Cloudera Completes Agreement To Become a Private Company SANTA CLARA, Calif., October 8, 2021?Cloudera, the enterprise data cloud company, today announced the successful completion of its previously announced agreement to be acquired by affiliates of Clayton, Dubilier & Rice (?CD&R?) and KKR in an all cash transaction valued at approximately $5.3 billion. Cloudera common stock has cea

As filed with the Securities and Exchange Commission on October 8, 2021

As filed with the Securities and Exchange Commission on October 8, 2021 Registration No.

As filed with the Securities and Exchange Commission on October 8, 2021

As filed with the Securities and Exchange Commission on October 8, 2021 Registration No.

As filed with the Securities and Exchange Commission on October 8, 2021

S-8 POS 1 d229373ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. 333-254732 Registration No. 333-237446 Registration No. 333-230638 Registration No. 333-229169 Registration No. 333-224134 Registration No. 333-217522 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRA

As filed with the Securities and Exchange Commission on October 8, 2021

S-8 POS 1 d229373ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. 333-254732 Registration No. 333-237446 Registration No. 333-230638 Registration No. 333-229169 Registration No. 333-224134 Registration No. 333-217522 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRA

As filed with the Securities and Exchange Commission on October 8, 2021

As filed with the Securities and Exchange Commission on October 8, 2021 Registration No.

Amended and Restated Certificate of Incorporation of Cloudera, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDERA, INC. ARTICLE ONE The name of the corporation is Cloudera, Inc. (the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such add

As filed with the Securities and Exchange Commission on October 8, 2021

As filed with the Securities and Exchange Commission on October 8, 2021 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

As filed with the Securities and Exchange Commission on October 8, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CLDR / Cloudera Inc / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 (305) 422-4000 (Name, Address

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 19, 2021, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on October 8, 2021

As filed with the Securities and Exchange Commission on October 8, 2021 Registration No.

Amended and Restated Bylaws of Cloudera, Inc.

Exhibit 3.2 Effective as of October 8, 2021 AMENDED AND RESTATED BYLAWS OF CLOUDERA, INC. A Delaware Corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the corporation?s registered agent at such address shall be The C

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, Chief Financial Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on Form

Certification of Robert Bearden, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, Chief Executive Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, IN

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 30, 2021 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Comm

Cloudera Reports Second Quarter Fiscal 2022 Financial Results and Leadership Transitions

Exhibit 99.1 Cloudera Reports Second Quarter Fiscal 2022 Financial Results and Leadership Transitions SANTA CLARA, Calif., August 30, 2021 ? Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its second quarter of fiscal 2022, ended July 31, 2021. Total revenue for the second quarter was $236.1 million, an increase of 10% as compared to the second quarter of fisca

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2021 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 CLOUDERA, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 CLOUDERA, INC. (E

DEFA14A 1 d217700ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFM14A 1 d132998ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 9, 2021 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commis

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, Chief Financial Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on Form

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st

Certification of Robert Bearden, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, Chief Executive Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d186312ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d174270ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d169977ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

Cloudera Reports First Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Cloudera Reports First Quarter Fiscal 2022 Financial Results SANTA CLARA, Calif. June 1, 2021 ? Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its first quarter of fiscal 2022, ending April 30, 2021. Total revenue for the first quarter was $224.3 million, an increase of 7% as compared to the first quarter of fiscal 2021. Subscription revenue was $

Agreement and Plan of Merger, dated as of June 1, 2021, by and among Cloudera, Inc., Sky Parent Inc. and Project Sky Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Cloudera, Inc.’s Current Report on Form 8-K, filed June 1, 2021).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SKY PARENT INC. PROJECT SKY MERGER SUB INC. and CLOUDERA, INC. Dated as of June 1, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 15 ARTICLE II THE MERGER 17 2.1 The Merger 17 2.2 The Effective Time 17 2.3 The Closing 17

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Cloudera Enters into Definitive Agreement to be Acquired by Clayton, Dubilier & Rice and KKR for $5.3 Billion Cloudera Stockholders to Receive $16.00 Per Share in Cash

Exhibit 99.1 Cloudera Enters into Definitive Agreement to be Acquired by Clayton, Dubilier & Rice and KKR for $5.3 Billion Cloudera Stockholders to Receive $16.00 Per Share in Cash SANTA CLARA, CA, June 1, 2021 ? Cloudera, (NYSE: CLDR), the enterprise data cloud company, today announced that it has entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice (?CD&R?

CLDR / Cloudera Inc / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 (305) 422-4000 (Name, Address

Voting and Support Agreement dated as of June 1, 2021, by and among Parent, the Company and Icahn

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?), dated as of June 1, 2021, is entered into by and among Sky Parent Inc., a Delaware corporation (?Parent?), Cloudera, Inc., a Delaware corporation (the ?Company?), and the undersigned stockholders of the Company (the ?Stockholders?). Capitalized terms used but not defined herein shall h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 CLOUDERA, INC. (Exac

DEFA14A 1 d168575ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d186559ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d103293ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2021 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commiss

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation) (Commission File Number

- DEF 14A

DEF 14A 1 cldr-2021proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O

No. 333-254732

As filed with the Securities and Exchange Commission on March 25, 2021 Registration No.

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan of Cloudera, Inc. of our reports dated March 25, 2021, with respect to the consolidated financial statements of Cloudera, Inc. and the effectiveness of internal

Consent of Latham & Watkins LLP (contained in Exhibit 5.01)

EXHIBIT 5.01 March 25, 2021 Cloudera, Inc. 5470 Great America Parkway Santa Clara, CA 95054 Re: Registration Statement on Form S-8; 17,473,243 shares of Common Stock, par value $0.00005 per share Ladies and Gentlemen: We have acted as special counsel to Cloudera, Inc., a Delaware corporation (the ?Company?), in connection with the registration by the Company of 17,473,243 shares of Common Stock of

List of subsidiaries

Exhibit 21.01 CLOUDERA, INC. LIST OF SUBSIDIARIES HORTONWORKS, INC. DELAWARE, U.S.A. CLOUDERA (GOVERNMENT SOLUTIONS), INC. DELAWARE, U.S.A. EVENTADOR, INC. DELAWARE, U.S.A. CLOUDERA COSTA RICA SOCIEDAD ANONIMA COSTA RICA CLOUDERA MEXICO, S. DE R.L. DE C.V. MEXICO CLOUDERA SOFTWARE (CANADA) INC. CANADA CLOUDERA SOFTWARE BRASIL LTDA. BRAZIL CLOUDERA COLOMBIA S.A.S. COLOMBIA CLOUDERA CHILE SpA. CHILE

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-217522, 333-224134, 333-229169, 333-230638, and 333-237446) pertaining to the 2008 Equity Incentive Plan, the Gazzang 2008 Stock Purchase and Option Plan, the 2017 Equity Incentive Plan, the 2017 Employee Stock Purchase Plan, the Amen

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-38069 CLOUDERA, INC. (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2021 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commi

Cloudera Reports Fourth Quarter and Fiscal Year 2021 Financial Results

Exhibit 99.1 Cloudera Reports Fourth Quarter and Fiscal Year 2021 Financial Results SANTA CLARA, Calif. March 10, 2021 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its fourth quarter and fiscal year 2021, ended January 31, 2021. Total revenue for the fourth quarter was $226.6 million, an increase of 7% as compared to the fourth quarter of fiscal 2020. Subs

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 10, 2021 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Cloudera Inc. Title of Class of Securities: Common Stock CUSIP Number: 18914U100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cloudera, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31,

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cloudera, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18914U100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 7, 2021 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Comm

Cloudera Appoints Gary Hu to Board of Directors

Exhibit 99.1 Cloudera Appoints Gary Hu to Board of Directors SANTA CLARA, Calif., January 7, 2021 - Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, today announced that Gary Hu has been appointed to the Company’s Board of Directors, upon the recommendation of Icahn Enterprises in accordance with the Voting and Standstill Agreement between Cloudera and affiliates of Icahn Enterprise

Cloudera Completes $500 Million Term Loan and Repurchases 26 Million Shares

Exhibit 99.1 Cloudera Completes $500 Million Term Loan and Repurchases 26 Million Shares SANTA CLARA, Calif., December 23, 2020 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, today announced the successful completion of a covenant lite, $500 million senior secured term loan (the “Term Loan B”) and the repurchase of all shares of Cloudera common stock held by Intel Corporation (“

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 23, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 22, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Co

Senior Secured Credit Agreement, dated December 22, 2020, by and among Cloudera, Citibank, N.A., as administrative agent and collateral agent, Citibank, N.A., BofA Securities, Inc., J.P. Morgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and a syndicate of lenders.

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of December 22, 2020 among CLOUDERA, INC. as Borrower, THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent and Collateral Agent CITIBANK, N.A., BOFA SECURITIES, INC. JPMORGAN CHASE BANK, N.A. and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners || TABLE OF CONTENTS ARTICLE I DEFINITIONS AND

Stock Repurchase Agreement, dated December 23, 2020, by and between Cloudera and Intel Corporation

Exhibit 10.1 Execution Version STOCK REPURCHASE AGREEMENT This Stock Repurchase Agreement (this “Agreement”) is made this 23rd day of December, 2020, by and among Cloudera, Inc., a Delaware corporation (the “Company”), and Intel Corporation, a Delaware corporation (the “Seller”). R E C I T A L S A. The Seller desires to sell and the Company desires to purchase 26,065,827 shares (the “Shares”) of t

Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, Chief Financial Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on Form

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of Robert Bearden, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, Chief Executive Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA,

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st

Cloudera Reports Third Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Cloudera Reports Third Quarter Fiscal 2021 Financial Results SANTA CLARA, Calif. December 3, 2020 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its third quarter of fiscal 2021, ended October 31, 2020. Total revenue for the third quarter was $217.9 million, an increase of 10% as compared to the third quarter of fiscal 2020. Subscription revenue

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 3, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Com

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Annual Report on Form 10-K of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Annual Report on Form 10-K of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such sta

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38069 CLOUDE

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-38069 CLOUDERA

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Annual Report on Form 10-K of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Annual Report on Form 10-K of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such sta

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October 9, 2020 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3030 Washington, D.

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CORRESP 1 filename1.htm September 11, 2020 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3030 Washington, D.C. 20549 ATTN: Brittany Ebbertt, Senior Staff Accountant Melissa Kindelan, Senior Staff Accountant FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 Re: Cloudera, Inc. Form 10-K for the fiscal year ended January

Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, Chief Financial Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on Form

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of Robert Bearden, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, Chief Executive Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on For

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st

Amendment to Employment Offer Letter between Robert Bearden and the Registrant, dated May 6, 2020

Exhibit 10.01 395 Page Mill Road, Building 3 | Palo Alto, CA 94304 Amendment to Employment Offer Letter May 6, 2020 Robert Bearden Dear Rob: You previously entered into an employment offer letter with Cloudera, Inc. (the “Company”), dated on or about January 12, 2020 (the “Offer Letter”). This letter amends the Offer Letter (the “Amendment”), effective as of the date that this Amendment is signed

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, IN

Cloudera Reports Second Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Cloudera Reports Second Quarter Fiscal 2021 Financial Results SANTA CLARA, Calif. September 2, 2020 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its second quarter of fiscal 2021, ended July 31, 2020. Total revenue for the second quarter was $214.3 million, an increase of 9% as compared to the second quarter of fiscal 2020. Subscription revenu

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 2, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Co

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CORRESP 1 filename1.htm August 20, 2020 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3030 Washington, D.C. 20549 ATTN: Brittany Ebbertt, Senior Staff Accountant Melissa Kindelan, Senior Staff Accountant Re: Cloudera, Inc. Form 10-K for the fiscal year ended January 31, 2020 Filed March 27, 2020 File No. 001-38069 Dear Mss. Ebbert

August 14, 2020

August 14, 2020 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3030 Washington, D.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 24, 2020 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commi

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Certification of Robert Bearden, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.01 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.02 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Cloudera, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, I

Registrant's form of Severance and Change in Control Agreement

Exhibit 10.01 Severance and Change in Control Agreement This Severance and Change in Control Agreement (the “Agreement”), is entered into as of , 202 (the “Effective Date”) by and between (the “Executive”) and Cloudera, Inc., a Delaware corporation (the “Company”). This Agreement supersedes and replaces in its entirety the Severance and Change in Control Agreement, including the Executive Addendum

Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jim Frankola, Chief Financial Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on Form

Certification of Robert Bearden, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Bearden, Chief Executive Officer of Cloudera, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. the Quarterly Report on For

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commiss

Cloudera Reports First Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Cloudera Reports First Quarter Fiscal 2021 Financial Results PALO ALTO, Calif. June 3, 2020 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its first quarter of fiscal 2021, ended April 30, 2020. Total revenue for the first quarter was $210.5 million, an increase of 12% as compared to the first quarter of fiscal 2020. Subscription revenue was $18

- DEFA14A

DEFA14A 1 defa14aadditionalproxy.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commissi

- DEF 14A

DEF 14A 1 cldr-2020proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4000 (Name, A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 10, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commi

Separation Agreement between Marty Cole and the Registrant, dated January 12, 2020

Exhibit 10.26 SEPARATION AGREEMENT This Separation Agreement (“Agreement”) is made by and between Martin Cole (“Executive”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”). RECITALS WHEREAS, Executive is currently the interim Chief Executive Off

Employment Agreement between Robert Bearden and the Registrant, dated January 12, 2020

Exhibit 10.27 395 Page Mill Road | Palo Alto, CA 94304 Employment Offer Letter January 12, 2020 Rob Bearden Dear Rob: On behalf of the Board of Directors (the “Board”) of Cloudera, Inc. (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer (“CEO”). We believe that you will add substantially to the team and contribute greatly to the ultimate success of the

Description of the Registrant's securities

Exhibit 4.06 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of January 31, 2020, Cloudera, Inc. (the “Company,” “we” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our common stock. Description of Capital Stock The following summary of the terms of our capital stock is

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan of Cloudera, Inc. of our reports dated March 27, 2020, with respect to the consolidated financial statements of Cloudera, Inc. and the effectiveness of internal

Consent of Fenwick & West LLP (contained in Exhibit 5.01)

EXHIBIT 5.01 March 27, 2020 Cloudera, Inc. 395 Page Mill Road Palo Alto, California 94306 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Cloudera, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about March 27, 2020 in conn

No. 333-237446

As filed with the Securities and Exchange Commission on March 27, 2020 Registration No.

List of

Exhibit 21.01 CLOUDERA, INC. LIST OF SUBSIDIARIES HORTONWORKS, INC. DELAWARE, U.S.A. CLOUDERA (GOVERNMENT SOLUTIONS), INC. DELAWARE, U.S.A. CLOUDERA COSTA RICA SOCIEDAD ANONIMA COSTA RICA CLOUDERA MEXICO, S. DE R.L. DE C.V. MEXICO CLOUDERA SOFTWARE (CANADA) INC. CANADA CLOUDERA SOFTWARE BRASIL LTDA. BRAZIL CLOUDERA COLOMBIA S.A.S. COLOMBIA CLOUDERA CHILE SpA. CHILE CLOUDERA (UK) LIMITED UNITED KIN

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-217522, 333-224134, 333-229169 and 333-230638) pertaining to the 2008 Equity Incentive Plan, the Gazzang 2008 Stock Purchase and Option Plan, the 2017 Equity Incentive Plan, the 2017 Employee Stock Purchase Plan, the Amended and Resta

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-38069 CLOUDERA, INC. (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2020 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Comm

Cloudera Inc. Bonus Plan - Executive Officers and Leadership Team (as amended March 24, 2020)

Exhibit 10.01 CLOUDERA, INC. BONUS PLAN – EXECUTIVE OFFICERS AND LEADERSHIP TEAM (as amended March 24, 2020) Terms and Conditions 1.Effective Date and Term. This Cloudera Bonus Plan – Executive Officers and Leadership Team was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Cloudera, Inc. (the “Company”) effective on March 23, 2018 and amended by the Committee

Amended and Restated Bylaws

Exhibit 3.01 CLOUDERA, INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on March 25, 2020 CLOUDERA, INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page Article I STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: O

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 10, 2020 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Commi

Cloudera Reports Fourth Quarter and Fiscal Year 2020 Financial Results

Exhibit 99.1 Cloudera Reports Fourth Quarter and Fiscal Year 2020 Financial Results PALO ALTO, Calif. March 10, 2020 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its fourth quarter and fiscal year 2020, ended January 31, 2020. Total revenue for the fourth quarter was $211.7 million, and subscription revenue was $182.0 million. Annualized Recurring Revenue

CLDR / Cloudera, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cloudera Inc Title of Class of Securities: Common Stock CUSIP Number: 18914U100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

CLDR / Cloudera, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cloudera, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18914U100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2020 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Co

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, I

Cloudera Reports Third Quarter Fiscal Year 2020 Financial Results

Cloudera Reports Third Quarter Fiscal Year 2020 Financial Results PALO ALTO, Calif.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2019 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Com

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address

Cloudera Reports Second Quarter Fiscal Year 2020 Financial Results

EX-99.1 2 q2-20cldrexhibit991.htm EXHIBIT 99.1 Cloudera Reports Second Quarter Fiscal Year 2020 Financial Results PALO ALTO, Calif. September 4, 2019 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, reported results for its second quarter of fiscal year 2020, ended July 31, 2019. Total revenue for the second quarter was $196.7 million, and subscription revenue was $164.1 million.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2019 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (Co

Share Acquisition and Restriction Agreement, dated July 31, 2019, between Thomas J. Reilly and the Registrant

EXHIBIT 10.01 SHARE ACQUISITION AND RESTRICTION AGREEMENT This Share Acquisition and Restriction Agreement (this “Agreement”) is made by and between Thomas J. Reilly (“Reilly”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”). RECITALS WHEREAS, R

Amendment to Employment Offer Letter, dated July 31, 2019, from the Registrant to Arun C. Murthy

Exhibit 10.02 395 Page Mill Road, Building 3 | Palo Alto, CA 94304 Amendment to Employment Offer Letter July 31, 2019 Arun C. Murthy 517A Porpoise Bay Terrace Sunnyvale CA 94089 Dear Arun: You previously entered into an employment offer letter with Cloudera (the “Company”), dated on or about December 31, 2018 (the “Offer Letter”). This letter amends the Offer Letter (the “Amendment”), effective as

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, INC.

Offer of Employment Letter of Interim Chief Executive Officer, effective as of July 31, 2019

Exhibit 10.03 July 31, 2019 Martin Cole Dear Martin: On behalf of Cloudera, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as Interim Chief Executive Officer of the Company. 1. Position. Effective as of August 1, 2019 or such earlier time as the Company’s current Chief Executive Officer may terminate service in such capacity (t

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address

Agreement between Cloudera, Inc. and affiliates of Icahn Enterprises L.P., dated August 12, 2019.

Exhibit 10.01 VOTING AND STANDSTILL AGREEMENT This Voting and Standstill Agreement (this “Agreement”) is made and entered into as of August 12, 2019 by and among Cloudera, Inc., a Delaware corporation (the “Company”), Mr. Carl C. Icahn, Icahn Enterprises, L.P. and their affiliated entities listed on Exhibit A and set forth in the signature pages hereto (collectively, and along with any other affil

Confidentiality Agreement between Cloudera, Inc. and affiliates of Icahn Enterprises L.P., dated August 12, 2019.

Exhibit 10.02 PERSONAL AND CONFIDENTIAL August 12, 2019 ICAHN PARTNERS MASTER FUND LP ICAHN OFFSHORE LP ICAHN PARTNERS LP ICAHN ONSHORE LP BECKTON CORP. HOPPER INVESTMENTS LLC BARBERRY CORP. HIGH RIVER LIMITED PARTNERSHIP ICAHN CAPITAL LP IPH GP LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. CARL C. ICAHN c/o Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 L

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 12, 2019 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001‑38069 (Commission Fil

Cloudera and Carl C. Icahn Announce Agreement Cloudera to Add Two Representatives to the Board Parties Implement Standstill Agreement

Exhibit 99.01 FOR IMMEDIATE RELEASE Cloudera and Carl C. Icahn Announce Agreement Cloudera to Add Two Representatives to the Board Parties Implement Standstill Agreement PALO ALTO, Calif., August 12, 2019—Cloudera, Inc. (NYSE: CLDR) (the “Company” or “Cloudera”), the enterprise data cloud company, today announced that it has reached a voting and standstill agreement (the “Agreement”) with Carl C.

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address an

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2019 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001‑38069 (Commission File

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SC 13D/A 1 cldrsch13damd1080519.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10

CLDR / Cloudera, Inc. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Cloudera, Inc. (Name of Issuer) Common Stock, par value $0 005 per share (Title of Class of Securities) 18914U100 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address and Tel

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 20, 2019 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission File

CLDR / Cloudera, Inc. DEFA14A - - DEFA14A

DEFA14A 1 clouderadefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi

Executive Transition Agreement, dated June 5, 2019

EX-10.01 2 clouderaexhibit1001.htm EXHIBIT 10.01 Exhibit 10.01 EXECUTIVE TRANSITION AGREEMENT This Executive Transition Agreement (“Agreement”) is made by and between Tom Reilly (“Executive”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”). RECI

Press Release Announcing CEO Transition, dated June 5, 2019

EX-99.01 3 clouderaexhibit9901.htm EXHIBIT 99.01 Exhibit 99.01 Cloudera Announces CEO Transition • Tom Reilly to Retire • Cloudera’s Chairman of the Board, Martin Cole, Named Interim CEO PALO ALTO, Calif., June 5, 2019 – Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, today announced that Tom Reilly will retire as Chief Executive Officer and as a member of the Board of Directors, e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 cloudera8-k6519.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 31, 2019 CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization

Cloudera Announces CEO Transition

Exhibit 99.01 Cloudera Announces CEO Transition • Tom Reilly to Retire • Cloudera’s Chairman of the Board, Martin Cole, Named Interim CEO PALO ALTO, Calif., June 5, 2019 – Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, today announced that Tom Reilly will retire as Chief Executive Officer and as a member of the Board of Directors, effective July 31, 2019. The Board has appointed M

Executive Transition Agreement, dated June 5, 2019

EX-10.01 2 cloudera8-k6519xexhibit1001.htm EXHIBIT 10.01 Exhibit 10.01 EXECUTIVE TRANSITION AGREEMENT This Executive Transition Agreement (“Agreement”) is made by and between Tom Reilly (“Executive”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date

Cloudera Reports First Quarter Fiscal Year 2020 Financial Results

Cloudera Reports First Quarter Fiscal Year 2020 Financial Results PALO ALTO, Calif.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q1-20cldr8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2019 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-38069 CLOUDERA, I

CLDR / Cloudera, Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

CLDR / Cloudera, Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

CLDR / Cloudera, Inc. DEF 14A DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

Consent Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan of Cloudera, Inc. of our reports dated March 29, 2019, with respect to the consolidated financial statements of Cloudera, Inc. and the effect

Consent Deloitte and Touche LLP, Independent Registered Public Accounting Firm

Exhibit 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of Cloudera, Inc. and subsidiaries (“Cloudera”) of our report dated March 15, 2018, relating to the consolidated financial statements of Hortonworks, Inc. and subsidiaries incorporated by reference in Cloudera’s Current Report on Form 8-K/A

No. 333-230638

As filed with the Securities and Exchange Commission on March 29, 2019 Registration No.

Offer Letter between Arun Murthy and the Registrant, dated December 31, 2018

395 Page Mill Road, Building 3 | Palo Alto, CA 94304 Employment Offer Letter December 31, 2018 Arun C.

Severance and Change in Control Agreement between Arun Murthy and the Registrant, dated December 31, 2018

SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement, including the Executive Addendum attached hereto (collectively, the “Agreement”), is entered into as of December 31, 2018 by and between Arun C.

Consent of Independent Registered Public Accounting Firm

Exhibit 23.02 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-217522, 333-224134, and 333-229169) pertaining to the 2008 Equity Incentive Plan, the Gazzang 2008 Stock Purchase and Option Plan, the 2017 Equity Incentive Plan, the 2017 Employee Stock Purchase Plan, the Hortonworks, Inc. Amended an

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-38069 CLOUDERA, INC. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 13, 2019 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission File

Cloudera Reports Fourth Quarter and Fiscal Year 2019 Financial Results

Cloudera Reports Fourth Quarter and Fiscal Year 2019 Financial Results • Merger with Hortonworks complete • Q4 adjusted annualized recurring revenue up 24% year-over-year • Operating cash flow positive for fourth quarter and fiscal year 2019 PALO ALTO, Calif.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 3, 2019 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware 001‑38069 26‑2922329 (State or other jurisdiction of incorporation or organization) (C

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined consolidated financial information, or the pro forma financial information, is based upon the historical consolidated financial information of Cloudera and Hortonworks and has been prepared to illustrate the effect of the merger that was completed on January 3, 2019. It sho

CLDR / Cloudera, Inc. / Accel X LP - SC 13G/A Passive Investment

SC 13G/A 1 tv513154sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Cloudera, Inc. (Name of Issuer) Common Stock, $0.00005 par value (Title of Class of Securities) 18914U100 (CUSIP Numb

CLDR / Cloudera, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cloudera, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18914U100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

CLDR / Cloudera, Inc. / VANGUARD GROUP INC Passive Investment

clouderainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Cloudera Inc Title of Class of Securities: Common Stock CUSIP Number: 18914U100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designat

CLDR / Cloudera, Inc. S-3ASR

As filed with the Securities and Exchange Commission on January 9, 2019 Registration No.

Hortonworks, Inc. 2011 Stock Option and Grant Plan, and Forms of Award Agreements

Exhibit 99.01 HORTONWORKS, INC. 2011 STOCK OPTION AND GRANT PLAN (As amended on March 24, 2014) SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Hortonworks, Inc. 2011 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Hortonworks, Inc., a Delaware corpo

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Cloudera, Inc. for the registration of shares of its common stock, and to the incorporation by reference therein of our report dated April 4, 2018, with respect to the consoli

Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan, and Forms of Award Agreements

EX-99.02 6 exhibit9902s-3.htm EXHIBIT 99.02 Exhibit 99.02 AMENDED AND RESTATED HORTONWORKS, INC. 2014 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directo

Consent of Deloitte and Touche LLP, Independent Registered Public Accounting Firm

Exhibit 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Cloudera, Inc. and subsidiaries (“Cloudera”) of our report dated March 15, 2018, relating to the financial statements of Hortonworks Inc., which appears in Cloudera’s Current Report on Form 8-K dated January 8, 2019. We also consen

Consent of Fenwick & West LLP (contained in Exhibit 5.01)

Exhibit 5.01 January 8, 2019 Cloudera, Inc. 395 Page Mill Road Palo Alto, California 94306 Ladies and Gentlemen: As counsel to Cloudera, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about January 8, 2019 (the “Registration Statement”) in connection with

No. 333-229169

As filed with the Securities and Exchange Commission on January 9, 2019 Registration No.

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hortonworks, Inc. Amended and Restated 2014 Stock Option and Incentive Plan and the the Hortonworks, Inc. 2011 Stock Option and Grant Plan of our report dated April 4, 2018, with respect to the consolidated

Consent of Deloitte and Touche LLP, Independent Registered Public Accounting Firm

Exhibit 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Cloudera, Inc. and subsidiaries (“Cloudera”) of our report dated March 15, 2018, relating to the financial statements of Hortonworks, Inc., which appears in Cloudera’s Current Report on Form 8-K dated January 8, 2019. /s/ Deloitte

Hortonworks, Inc. 2011 Stock Option and Grant Plan, and Forms of Award Agreements

EX-99.01 5 exhibit9901s-8.htm EXHIBIT 99.01 Exhibit 99.01 HORTONWORKS, INC. 2011 STOCK OPTION AND GRANT PLAN (As amended on March 24, 2014) SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Hortonworks, Inc. 2011 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key pe

Consent of Fenwick & West LLP (contained in Exhibit 5.01)

Exhibit 5.01 January 8, 2019 Cloudera, Inc. 395 Page Mill Road Palo Alto, California 94306 Ladies and Gentlemen: As counsel to Cloudera, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about January 8, 2019 (the “Registration Statement”) in connection with

Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan, and Forms of Award Agreements

Exhibit 99.02 AMENDED AND RESTATED HORTONWORKS, INC. 2014 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Hortonworks, Inc. (the

CLDR / Cloudera, Inc. POS AM

As filed with the Securities and Exchange Commission on January 9, 2019 Registration No.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 3, 2019 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware 001‑38069 26‑2922329 (State or other jurisdiction of incorporation or organization) (C

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EX-99.3 3 exhibit993-8k.htm EXHIBIT 99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined consolidated financial information, or the pro forma financial information, is based upon the historical consolidated financial information of Cloudera and Hortonworks and has been prepared to illustrate the effect of the merger that

Cloudera and Hortonworks Complete Planned Merger Combination creates open-source powerhouse to build industry's first Enterprise Data Cloud from the Edge to AI

Exhibit 99.1 Cloudera and Hortonworks Complete Planned Merger Combination creates open-source powerhouse to build industry's first Enterprise Data Cloud from the Edge to AI PALO ALTO, Calif., January 3, 2019 — Cloudera, Inc. (NYSE: CLDR), the enterprise data cloud company, today announced completion of its merger with Hortonworks, Inc. Cloudera will deliver the first enterprise data cloud - unlock

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 3, 2019 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware 001‑38069 26‑2922329 (State or other jurisdiction of incorporation or organization) (Com

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 28, 2018 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission F

CLDR / Cloudera, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 28, 2018 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission F

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 Under the Securities Act of 1933, as amended And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No. 001-36780 Cloudera, Inc., a Delaware corporation (“Cloudera”), is making the following supplement to the definitive joint proxy statement/prospectus (the “Joint

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

MEDIA ID: LIVE PG.1

Exhibit 99.2 MEDIA ID: LIVE PG.1 CLOUDERA, INC. CLOUDERA Q3 EARNINGS CALL INTERVIEW WITH TOM REILLY, JIM FRANKOLA, HOST: KEVIN COOK PRODUCER: JAY WEDGE MEDIA ID: LIVE KEVIN COOK: 17:01:17;04 Good afternoon and welcome to Cloudera's third quarter fiscal 2019 conference call. We will be discussing the results announced in our press release issued after market close today. From Cloudera with me are T

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q3fy19cldr8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2018 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizatio

Cloudera Reports Third Quarter Fiscal Year 2019 Financial Results

Cloudera Reports Third Quarter Fiscal Year 2019 Financial Results • Q3 revenue up 25% year-over-year • Q3 subscription revenue up 28% year-over-year • 601 customers greater than $100,000 annual recurring revenue • Cloudera and Hortonworks to hold shareholder meetings to vote on proposed merger in late December 2018, with completion of merger to follow soon thereafter PALO ALTO, Calif.

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 0

Certain Excerpts from the Prospectus dated November 27, 2018 filed on November 27, 2018 pursuant to Rule424(b)(3) relating to the Registration Statement on Form S-4, as amended (No. 333- 228155) of the Registrant.

Exhibit 99.1 Risk Factors Relating to the Merger Hortonworks stockholders will receive a fixed ratio of 1.305 shares of Cloudera common stock for each share of Hortonworks common stock regardless of any changes in market value of Hortonworks common stock or Cloudera common stock before the completion of the merger. At the effective time of the merger, each share of Hortonworks common stock will be

CLDR / Cloudera, Inc. 425 (Prospectus)

425 1 cldr4251232018.htm 425 Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merge

TO THE STOCKHOLDERS OF CLOUDERA, INC. AND HORTONWORKS, INC. — MERGER PROPOSED —YOUR VOTE IS VERY IMPORTANT

Filed Pursuant to Rule 424(b)(3) Registration No. 333-228155 TO THE STOCKHOLDERS OF CLOUDERA, INC. AND HORTONWORKS, INC. — MERGER PROPOSED —YOUR VOTE IS VERY IMPORTANT November 27, 2018 Dear Stockholders of Cloudera, Inc. and Stockholders of Hortonworks, Inc., The board of directors of each of Cloudera, Inc. (“Cloudera”) and Hortonworks, Inc. (“Hortonworks”) have unanimously approved the merger of

Cloudera and Hortonworks Announce Termination of Hart-Scott-Rodino Waiting Period for Proposed Merger

EX-99.1 2 exhibit9918-k.htm Exhibit 99.1 Cloudera and Hortonworks Announce Termination of Hart-Scott-Rodino Waiting Period for Proposed Merger PALO ALTO, Calif. and SANTA CLARA, Calif., Nov. 19, 2018 /PRNewswire/— Cloudera, Inc. (NYSE: CLDR) and Hortonworks, Inc. (NASDAQ: HDP) jointly announced today that the U.S. Federal Trade Commission granted early termination of the waiting period under the H

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 19, 2018 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (C

Cloudera and Hortonworks Announce Termination of Hart-Scott-Rodino Waiting Period for Proposed Merger

Exhibit 99.1 Cloudera and Hortonworks Announce Termination of Hart-Scott-Rodino Waiting Period for Proposed Merger PALO ALTO, Calif. and SANTA CLARA, Calif., Nov. 19, 2018 /PRNewswire/— Cloudera, Inc. (NYSE: CLDR) and Hortonworks, Inc. (NASDAQ: HDP) jointly announced today that the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust I

CLDR / Cloudera, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 19, 2018 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38069 26-2922329 (State or other jurisdiction of incorporation or organization) (C

CLDR / Cloudera, Inc. S-4/A

As filed with the Securities and Exchange Commission on November 16, 2018 Registration No.

Form of Proxy for Cloudera, Inc.

Exhibit 99.1 PRELIMINARY SUBJECT TO COMPLETION VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on the day before the meeting. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELE

Consent of Qatalyst Partners LP, financial advisor to Hortonworks, Inc.

EX-99.6 10 exhibit996s-4a1.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF QATALYST PARTNERS LP We hereby consent to the use in the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of Cloudera, Inc. of our opinion dated October 3, 2018 appearing as Annex C to such joint proxy statement/prospectus, and to the description of such opinion and to the references to

Form of Proxy for Hortonworks, Inc.

Exhibit 99.2 PRELIMINARY SUBJECT TO COMPLETION VOTE BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic

Consent of Morgan Stanley & Co. LLC, financial advisor to Cloudera, Inc.

Exhibit 99.5 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of Cloudera, Inc. on Form S-4 and in the Joint Proxy Statement/Prospectus of Cloudera, Inc. and Hortonworks, Inc., which is part of the Registration Statement, of our opinion dated October 3, 2018 appearing as Annex B to such Joint Proxy Statement/Prospectus, and to the description of such o

CLDR / Cloudera, Inc. CORRESP

CLOUDERA, INC. 395 Page Mill Road Palo Alto, California 94306 November 16, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jeff Kauten Division of Corporation Finance Re: Cloudera, Inc. Registration Statement on Form S-4 Filed November: 4:00 PM Eastern Time File No. 333-228155 Via EDGAR – Acceleration Request

Consent of Qatalyst Partners LP, financial advisor to Hortonworks, Inc.

Exhibit 99.6 CONSENT OF QATALYST PARTNERS LP We hereby consent to the use in the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of Cloudera, Inc. of our opinion dated October 3, 2018 appearing as Annex C to such joint proxy statement/prospectus, and to the description of such opinion and to the references to our name contained therein under the heading

Consent of Robert Bearden to be named as a director of Cloudera, Inc. upon completion of the merger.

Exhibit 99.7 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Cloudera, Inc. (the “Company”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any related p

Consent of Morgan Stanley & Co. LLC, financial advisor to Cloudera, Inc.

Exhibit 99.5 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of Cloudera, Inc. on Form S-4 and in the Joint Proxy Statement/Prospectus of Cloudera, Inc. and Hortonworks, Inc., which is part of the Registration Statement, of our opinion dated October 3, 2018 appearing as Annex B to such Joint Proxy Statement/Prospectus, and to the description of such o

CLDR / Cloudera, Inc. S-4

S-4 1 clouderas-4.htm S-4 As filed with the Securities and Exchange Commission on November 5, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware 7372 26-2922329 (State or other jurisdiction of incorporation o

Consent of Peter Fenton to be named as a director of Cloudera, Inc. upon completion of the merger.

EX-99.9 8 exhibit999s-4.htm EXHIBIT 99.9 Exhibit 99.9 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Cloudera, Inc. (the “Company”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “R

Consent of Kevin Klausmeyer to be named as a director of Cloudera, Inc. upon completion of the merger.

Exhibit 99.10 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Cloudera, Inc. (the “Company”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any related

Consent of Paul Cormier to be named as a director of Cloudera, Inc. upon completion of the merger.

EX-99.8 7 exhibit998s-4.htm EXHIBIT 99.8 Exhibit 99.8 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Cloudera, Inc. (the “Company”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “R

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

425 1 cldr425101118.htm 425 Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger Corporation (“Merger Sub”),

CLDR / Cloudera, Inc. 425 (Prospectus)

425 1 cldr42510318.htm 425 Filed by Cloudera, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Hortonworks, Inc. Commission File No: 001-36780 This filing relates to the proposed merger of Hortonworks, Inc., a Delaware corporation (“Hortonworks”), with Surf Merger

Employee FAQ

Exhibit 99.3 Employee FAQ Q: What does this announcement mean, and what are the next steps? A: We announced today that we have signed an agreement with Hortonworks, under which Cloudera and Hortonworks will join together into a single company branded as Cloudera, Inc. We anticipate that the closing of our deal will take place in the first quarter of calendar 2019. In the meantime, it’s business as

Sent from Rob Bearden

Exhibit 99.5 Sent from Rob Bearden Subject Line: Cloudera and Hortonworks Announce Merger Team, I have some exciting news to share. Today we are embarking on the next chapter of our evolution by announcing that we have agreed to combine with Cloudera in a merger of equals. A copy of the press release we issued this morning is attached. We will be hosting an employee all hands meeting tomorrow, Oct

Form of Hortonworks Support Agreement.

Exhibit 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Cloudera, Inc., a Delaware corporation (“Cloudera”), and the undersigned stockholder (“Stockholder”) of Hortonworks, Inc., a Delaware corporation (“Hortonworks”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed the

Form of Cloudera Support Agreement.

Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Hortonworks, Inc., a Delaware corporation (“Hortonworks”), and the undersigned stockholder (“Stockholder”) of Cloudera, Inc., a Delaware corporation (“Cloudera”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed the

Do Not Forward Outside of Cloudera

Exhibit 99.4 SUBJECT: Cloudera and Hortonworks announcement Do Not Forward Outside of Cloudera Clouderans, I am very excited to share that moments ago Cloudera and Hortonworks announced that we have entered into a definitive agreement to merge the companies in a stock-for-stock transaction. This strategic combination is designed to enhance shareholder value, and to benefit our customers, partners,

October 3, 2018

Exhibit 99.7 October 3, 2018 Joining Forces with Cloudera: Creating the World’s Leading Next Generation Data Platform By Rob Bearden Today we made a very exciting announcement about the future of Hortonworks – we announced that we have agreed to combine with Cloudera in a merger of equals. Together, Hortonworks and Cloudera will create the industry’s first enterprise data cloud for enabling action

Cloudera and Hortonworks Announce Merger to Create World’s Leading Next Generation Data Platform and Deliver Industry’s First Enterprise Data Cloud Establishes a superior unified platform and clear industry standard from the Edge to AI Strategic comb

Exhibit 99.1 Cloudera and Hortonworks Announce Merger to Create World’s Leading Next Generation Data Platform and Deliver Industry’s First Enterprise Data Cloud Establishes a superior unified platform and clear industry standard from the Edge to AI Strategic combination accelerates market development, fuels innovation and produces substantial benefit for customers, partners and community PALO ALTO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 3, 2018 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission Fil

CLOUDERA AND HORTONWORKS From the Edge to AI October 3, 2018 SAFE HARBOR STATEMENT Statements in this presentation that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws including the

cldr8k10318ex992 CLOUDERA AND HORTONWORKS From the Edge to AI October 3, 2018 SAFE HARBOR STATEMENT Statements in this presentation that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, involve known and unknown risks and uncertainties.

We’ve just announced that Cloudera and Hortonworks have agreed to merge to form a single company. I want to explain the thinking behind the deal and the combination. Rob Bearden from Hortonworks has written up a post sharing his thoughts, as well.

Exhibit 99.6 We’ve just announced that Cloudera and Hortonworks have agreed to merge to form a single company. I want to explain the thinking behind the deal and the combination. Rob Bearden from Hortonworks has written up a post sharing his thoughts, as well. First, remember the history of Apache Hadoop. Google built an innovative scale-out platform for data storage and analysis in the late 1990s

Agreement and Plan of Merger and Reorganization,dated as of October 3, 2018, by and among Cloudera, Inc., Surf Merger Corporation and Hortonworks, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CLOUDERA, INC. SURF MERGER CORPORATION and HORTONWORKS, INC. October 3, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Surviving Corporation of the Merger. 2 1.3 General Effects of the Merger 2 1.4 Effect of the Merger on Capital Stock of the Merging Corporations 3 1.5 Further Action 6 1.6 Tax Reo

Employee FAQ

Exhibit 99.3 Employee FAQ Q: What does this announcement mean, and what are the next steps? A: We announced today that we have signed an agreement with Hortonworks, under which Cloudera and Hortonworks will join together into a single company branded as Cloudera, Inc. We anticipate that the closing of our deal will take place in the first quarter of calendar 2019. In the meantime, it’s business as

Sent from Rob Bearden

Exhibit 99.5 Sent from Rob Bearden Subject Line: Cloudera and Hortonworks Announce Merger Team, I have some exciting news to share. Today we are embarking on the next chapter of our evolution by announcing that we have agreed to combine with Cloudera in a merger of equals. A copy of the press release we issued this morning is attached. We will be hosting an employee all hands meeting tomorrow, Oct

Do Not Forward Outside of Cloudera

Exhibit 99.4 SUBJECT: Cloudera and Hortonworks announcement Do Not Forward Outside of Cloudera Clouderans, I am very excited to share that moments ago Cloudera and Hortonworks announced that we have entered into a definitive agreement to merge the companies in a stock-for-stock transaction. This strategic combination is designed to enhance shareholder value, and to benefit our customers, partners,

CLDR / Cloudera, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 3, 2018 CLOUDERA, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission Fil

Form of Cloudera Support Agreement.

Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Hortonworks, Inc., a Delaware corporation (“Hortonworks”), and the undersigned stockholder (“Stockholder”) of Cloudera, Inc., a Delaware corporation (“Cloudera”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed the

CLOUDERA AND HORTONWORKS From the Edge to AI October 3, 2018 SAFE HARBOR STATEMENT Statements in this presentation that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws including the

cldr8k10318ex992 CLOUDERA AND HORTONWORKS From the Edge to AI October 3, 2018 SAFE HARBOR STATEMENT Statements in this presentation that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, involve known and unknown risks and uncertainties.

Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018, by and among Hortonworks, Inc., Cloudera, Inc. and Surf Acquisition Corporation.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CLOUDERA, INC. SURF MERGER CORPORATION and HORTONWORKS, INC. October 3, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Surviving Corporation of the Merger. 2 1.3 General Effects of the Merger 2 1.4 Effect of the Merger on Capital Stock of the Merging Corporations 3 1.5 Further Action 6 1.6 Tax Reo

We’ve just announced that Cloudera and Hortonworks have agreed to merge to form a single company. I want to explain the thinking behind the deal and the combination. Rob Bearden from Hortonworks has written up a post sharing his thoughts, as well.

Exhibit 99.6 We’ve just announced that Cloudera and Hortonworks have agreed to merge to form a single company. I want to explain the thinking behind the deal and the combination. Rob Bearden from Hortonworks has written up a post sharing his thoughts, as well. First, remember the history of Apache Hadoop. Google built an innovative scale-out platform for data storage and analysis in the late 1990s

Form of Hortonworks Support Agreement.

Exhibit 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Cloudera, Inc., a Delaware corporation (“Cloudera”), and the undersigned stockholder (“Stockholder”) of Hortonworks, Inc., a Delaware corporation (“Hortonworks”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed the

Cloudera and Hortonworks Announce Merger to Create World’s Leading Next Generation Data Platform and Deliver Industry’s First Enterprise Data Cloud Establishes a superior unified platform and clear industry standard from the Edge to AI Strategic comb

Exhibit 99.1 Cloudera and Hortonworks Announce Merger to Create World’s Leading Next Generation Data Platform and Deliver Industry’s First Enterprise Data Cloud Establishes a superior unified platform and clear industry standard from the Edge to AI Strategic combination accelerates market development, fuels innovation and produces substantial benefit for customers, partners and community PALO ALTO

October 3, 2018

Exhibit 99.7 October 3, 2018 Joining Forces with Cloudera: Creating the World’s Leading Next Generation Data Platform By Rob Bearden Today we made a very exciting announcement about the future of Hortonworks – we announced that we have agreed to combine with Cloudera in a merger of equals. Together, Hortonworks and Cloudera will create the industry’s first enterprise data cloud for enabling action

CLDR / Cloudera, Inc. 10-Q (Quarterly Report)

10-Q 1 q2-19cldr10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromt

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 5, 2018 Date of Report (date of earliest event reported) CLOUDERA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38069 (Commission Fi