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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)
___________________________________
Delaware001-3806926-2922329
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)
_______________________________________________
5470 Great America Parkway
Santa Clara, CA 95054
(Address of principal executive offices and zip code)

(650) 362-0488
(Registrant's telephone number, including area code)
___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each ClassTrading symbolName of each exchange on which registered
Common Stock, par value $0.00005 per shareCLDRNew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01 - Entry into a Material Definitive Agreement

On December 23, 2020, Cloudera, Inc. (“Cloudera”) entered into a stock repurchase agreement (the “Agreement”) to purchase 26,065,827 shares of Cloudera’s common stock from Intel Corporation (“Intel”). The purchase price is $12.05 per share, with an aggregate purchase price of $314,093,215.35. Following the repurchase, Intel will not own any of Cloudera’s common stock.

The foregoing summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. In addition, a copy of the press release relating to the repurchase is attached hereto as Exhibit 99.1.

Rosemary Schooler, a member of Cloudera’s board of directors, is employed as Corporate Vice President, Global Data Center Sales at Intel Corporation.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits
Number Description
10.1 
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).





SIGNATURE

    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 hereunto duly authorized.

December 23, 2020CLOUDERA, INC.
  
By:/s/ David Howard
Name:David Howard
Title:Chief Legal Officer