00015353792020FYTRUECloudera, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) to amend the Company’s Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) that amended the Company’s Annual Report on Form 10-K for the year ended January 31, 2020, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2020 (the “Original 2020 Form 10-K”). The purpose of this Amendment No. 2 is to file updated certifications from the Company’s principal executive officer and principal financial officer pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that include paragraphs 3, 4 and 5, which were not included in the certifications filed with Amendment No. 1, since Amendment No. 1 amended disclosure with respect to Item 308 of Regulation S-K. Because no financial statements have been included in this Amendment No. 2, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted. Except as described above, this Amendment No. 2 does not amend, modify, or otherwise update any other information in the Original 2020 Form 10-K and does not reflect events occurring after the filing of the Original 2020 Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the Original 2020 Form 10-K and the Company’s other filings with the SEC.--01-3100015353792019-02-012020-01-31iso4217:USD00015353792019-07-31xbrli:shares00015353792020-09-30


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
CLOUDERA, INC.
(Exact name of registrant as specified in its charter)

Delaware26-2922329
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification no.)
_______________________________________________
5470 Great America Parkway
Santa Clara, CA 95054
(650) 362-0488
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.00005 par value per shareCLDRNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
_______________________________________________

Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐ 


Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer ☐
Non-accelerated filer☐Smaller reporting company ☐
Emerging growth company☐
If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2 (B) of the Securities Act☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes   ☐   No  ☒
The aggregate market value of voting stock and non-voting common equity held by non-affiliates of the Registrant as of July 31, 2019, the last business day of the Registrant's most recently completed second fiscal quarter, based on the closing price of $5.98 for shares of the Registrant’s common stock as reported by the New York Stock Exchange on such date, was approximately $1.4 billion.

As of September 30, 2020, there were 312,565,428 shares of the registrant’s common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part II and Part III of Form 10-K is hereby incorporated by reference to portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2020. The Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended January 31, 2020.




EXPLANATORY NOTE
Cloudera, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) to amend the Company’s Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) that amended the Company’s Annual Report on Form 10-K for the year ended January 31, 2020, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2020 (the “Original 2020 Form 10-K”). The purpose of this Amendment No. 2 is to file updated certifications from the Company’s principal executive officer and principal financial officer pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that include paragraphs 3, 4 and 5, which were not included in the certifications filed with Amendment No. 1, since Amendment No. 1 amended disclosure with respect to Item 308 of Regulation S-K. Because no financial statements have been included in this Amendment No. 2, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except as described above, this Amendment No. 2 does not amend, modify, or otherwise update any other information in the Original 2020 Form 10-K and does not reflect events occurring after the filing of the Original 2020 Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the Original 2020 Form 10-K and the Company’s other filings with the SEC.

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ITEM 15. EXHIBITS
(a) None
(b) Exhibits

Exhibit NumberExhibit Description
31.01
31.02

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CLOUDERA, INC.
Date: November 6, 2020By:/s/ Robert Bearden
 Robert Bearden
Chief Executive Officer and Director
(Principal Executive Officer)

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