SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDINGS LLC
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2019
3. Issuer Name and Ticker or Trading Symbol
Cloudera, Inc. [ CLDR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ("Shares") 17,596,766 I please see footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Forward contract (obligation to purchase) 07/23/2019 07/22/2021 Shares 561,708 (6) I please see footnotes(6)(14)
Forward contract (obligation to purchase) 07/24/2019 07/22/2021 Shares 439,914 (7) I please see footnotes(7)(14)
Forward contract (obligation to purchase 07/25/2019 07/22/2021 Shares 1,144,930 (8) I please see footnotes(8)(14)
Forward contract (obligation to purchase) 07/26/2019 07/22/2021 Shares 624,085 (9) I please see footnotes(9)(14)
Forward contract (obligation to purchase) 07/29/2019 07/22/2021 Shares 2,370,073 (10) I please see footnotes(10)(14)
Forward contract (obligation to purchase) 07/30/2019 07/22/2021 Shares 1,139,049 (11) I please see footnotes(11)(14)
Forward contract (obligation to purchase) 07/31/2019 07/22/2021 Shares 2,200,072 (12) I please see footnotes(12)(14)
Forward contract (obligation to purchase) 08/01/2019 07/22/2021 Shares 8,531,565 (13) I please see footnotes(13)(14)
1. Name and Address of Reporting Person*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDINGS LLC
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICAHN PARTNERS LP

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICAHN PARTNERS MASTER FUND LP

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HIGH RIVER LIMITED PARTNERSHIP

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. High River Limited Partnership ("High River") directly beneficially owns 3,519,353 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 8,235,283 Shares and Icahn Partners Master Fund LP ("Icahn Master" and, together with High River and Icahn Partners, the "Icahn Group") directly beneficially owns 5,842,130 Shares.
2. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
3. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
4. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
5. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
6. On July 23, 2019, High River entered into a forward contract providing for the purchase by High River of 112,342 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 262,879 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 186,487 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $0.80 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
7. On July 24, 2019, High River entered into a forward contract providing for the purchase by High River of 87,983 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 205,879 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 146,052 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $0.85 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
8. On July 25, 2019, High River entered into a forward contract providing for the purchase by High River of 228,986 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 535,827 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 380,117 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $0.77 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
9. On July 26, 2019, High River entered into a forward contract providing for the purchase by High River of 124,817 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 292,073 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 207,195 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $0.96 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
10. On July 29, 2019, High River entered into a forward contract providing for the purchase by High River of 474,015 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 1,109,193 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 786,865 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $0.95 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
11. On July 30, 2019, High River entered into a forward contract providing for the purchase by High River of 227,810 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 533,075 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 378,164 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $0.99 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
12. On July 31, 2019, High River entered into a forward contract providing for the purchase by High River of 440,014 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 1,029,633 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 730,425 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $1.05 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
13. On August 1, 2019, High River entered into a forward contract providing for the purchase by High River of 1,706,313 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 3,986,515 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 2,838,737 Shares, in each case at a forward price of $5.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $1.24 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on July 22, 2021.
14. The forward contracts provide for physical settlement, with High River, Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give High River, Icahn Partners nor Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
CARL C. ICAHN 08/01/2019
ICAHN PARTNERS LP 08/01/2019
ICAHN PARTNERS MASTER FUND LP 08/01/2019
HIGH RIVER LIMITED PARTNERSHIP 08/01/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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