UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF l934

Cloudera, Inc.
(Exact name of registrant as specified in its charter)
Delaware
26-2922329
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1001 Page Mill Road, Building 3
Palo Alto, CA

94304
(Address of principal executive offices)
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
 
Name of each exchange on which
each class is to be registered

Common Stock, par value $0.00005 per share
 

New York Stock Exchange LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-217071

Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)


    




Item 1.    Description of Registrant’s Securities to be Registered.

Cloudera, Inc. (the “ Registrant ”) hereby incorporates by reference the description of its common stock, par value $0.00005 per share, to be registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-217071), as originally filed with the Securities and Exchange Commission (the “ Commission ”) on March 31, 2017, as subsequently amended (the “ Registration Statement ”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.
Item 2.    Exhibits.

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on the New York Stock Exchange LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.






SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: April 24, 2017                                            


 
CLOUDERA, INC.
 
 
 
 
 
 
 
By:
/s/ David Middler
 
 
David Middler
 
 
Chief Legal Officer and Corporate Secretary