SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEARDEN ROBERT G

(Last)

(First)

(Middle)

C/O HORTONWORKS, INC.

5470 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hortonworks, Inc. [ HDP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/10/2017		A⁽¹⁾		1,786,778	A	$0.00	2,128,525	D
Common Stock	09/11/2017		S		124,944	D	$17.06⁽²⁾	1,193,308	I	The Robert Gene Bearden, Jr. Family Trust
Common Stock	09/12/2017		S		125,056	D	$16.5⁽³⁾	1,068,252	I	The Robert Gene Bearden, Jr. Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	$0.00	09/10/2017		A⁽⁴⁾		714,711		⁽⁴⁾	09/10/2021	Common Stock	714,711	$0.00	714,711	D

Explanation of Responses:

1. On September 10, 2017, the Reporting person was granted 1,786,778 restricted stock units ("RSUs"). Each RSU represents the right to receive, at settlement, one share of common stock. One-twelfth (1/12) of such RSUs shall vest and become releasable on November 15, 2017, and thereafter, the balance of the RSUs shall vest and become releasable in a series of eleven (11) successive 3-month installments over the following thirty-three (33) months thereafter, all subject to grantee's continued status as a service provider. All or portion of the unvested RSUs are subject to acceleration upon the occurrence of certain events.

2. Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $16.87 to $17.30 per share. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person of each separate price within the range.

3. Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $16.25 to $16.96 per share. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person of each separate price within the range.

4. On September 10, 2017, the Reporting Person was granted 714,711 performance stock units ("PSUs"). Each PSU represents the right to achieve, at settlement, one share of common stock. The PSUs will vest and become releasable upon the achievement of certain performance criteria. If such performance criteria are not achieved on or before September 10, 2021, the entire award will be forfeited.

Remarks:

	/s/ David Howard as Attorney-in-Fact for Robert G. Bearden	09/12/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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