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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Index Venture Associates V Ltd

(Last)

(First)

(Middle)

44 ESPLANADE

(Street)

ST. HELLIER, CHANNEL ISLANDS

JE4 9WG

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2014

4. 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 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	12/17/2014		P		48,978	A	$16	61,223	D⁽¹⁾
Common Stock	12/17/2014		P		397	A	$16	496	D⁽²⁾
Common Stock	12/17/2014		P		625	A	$16	781	D⁽³⁾
Common Stock	12/17/2014		C		1,617,252	A	⁽⁴⁾	1,678,475	D⁽¹⁾
Common Stock	12/17/2014		C		13,100	A	⁽⁴⁾	13,596	D⁽²⁾
Common Stock	12/17/2014		C		20,636	A	⁽⁴⁾	21,417	D⁽³⁾
Common Stock	12/17/2014		P		0	A	⁽⁴⁾	9,375⁽⁵⁾	I	Michelangelo Volpi

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)
Series B Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			2,784,961	⁽⁴⁾	⁽⁴⁾	Common Stock	1,392,480	$0.00	0	D⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			22,560	⁽⁴⁾	⁽⁴⁾	Common Stock	11,280	$0.00	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			35,538	⁽⁴⁾	⁽⁴⁾	Common Stock	17,769	$0.00	0	D⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			255,077	⁽⁴⁾	⁽⁴⁾	Common Stock	127,538	$0.00	0	D⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			2,067	⁽⁴⁾	⁽⁴⁾	Common Stock	1,033	$0.00	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			3,255	⁽⁴⁾	⁽⁴⁾	Common Stock	1,627	$0.00	0	D⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			194,468	⁽⁴⁾	⁽⁴⁾	Common Stock	97,234	$0.00	0	D⁽¹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			1,575	⁽⁴⁾	⁽⁴⁾	Common Stock	787	$0.00	0	D⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	12/17/2014		C			2,481	⁽⁴⁾	⁽⁴⁾	Common Stock	1,240	$0.00	0	D⁽³⁾

1. Name and Address of Reporting Person^*

Index Venture Associates V Ltd

(Last)

(First)

(Middle)

44 ESPLANADE

(Street)

ST. HELLIER, CHANNEL ISLANDS

JE4 9WG

(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^*

Index Ventures V (Jersey), L.P.

(Last)

(First)

(Middle)

OGIER HOUSE

THE ESPLANADE

(Street)

ST. HELIER

JE4 9WC

(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^*

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.

(Last)

(First)

(Middle)

OGIER HOUSE

THE ESPLANADE

(Street)

ST. HELIER

JE4 9WC

(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^*

Yucca (Jersey) SLP

(Last)

(First)

(Middle)

44 THE ESPLANADE

(Street)

ST. HELIER

JE4 9WG

(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. The securities are held by Index Ventures V (Jersey) L.P. ("Index Ventures V"). Index Venture Associates V Limited is the managing general partner of Index Ventures V. Paul Willing, Sinead Meehan, David Hall, Bernard Dalle and Phil Balderson are directors of Index Venture Associates V Limited. Messrs. Willing, Hall, Dalle, Balderson and Ms. Meehan share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.

2. The securities are held by Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. ("Index Entrepreneur Fund"). Index Venture Associates V Limited is the managing general partner of Index Entrepreneur Fund. Paul Willing, Sinead Meehan, David Hall, Bernard Dalle and Phil Balderson are directors of Index Venture Associates V Limited. Messrs. Willing, Hall, Dalle, Balderson and Ms. Meehan share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.

3. The securities are held by Yucca (Jersey) SLP ("Yucca"). Of Yucca's total ownership of 35,124 shares of Hortonworks, Inc, the above shares represent those securities held in a coinvestment fund that is contractually required to mirror Index Venture Associates V Limited's investment. As a result, Messrs. Willing, Hall, Dalle, Balderson and Ms. Meehan may be deemed to have voting and dispositive power over Yucca's shares by virtue of its shared dispositive power over and shared voting power over the shares held by Index Venture Associates V Limited. Each of these persons disclaims beneficial ownership of the securities except to the extent of his or her pecuniary interest therein.

4. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into common stock on a 2-for1 basis (for every two preferred, one common) immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date nor conversion price. The number of underlying shares of common stock is shown in the table above.

5. In connection with initial public offering of Hortonworks which was consummated on December 17, 2014, Mr. Volpi was awarded 9,375 shares of restricted stock as per Hortonworks' company policy. Under applicable contractual agreements and investment policies, Index Ventures V, Index Entrepreneur Fund, Index Venture Associates V Limited and Yucca have a pecuniary interest with respect to such shares and the proceeds of their sale. Each of these persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

Remarks:

	Index Ventures V (Jersey) L.P., by its Managing General Partner Index Venture Associates V Limited, By: /s/ Giles Johnstone-Scott	02/24/2015
	Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., by its Managing General Partner Index Venture Associates V Limited, By: /s/ Giles Johnstone-Scott	02/24/2015
	Index Venture Associates V Limited, By: /s/ Giles Johnstone-Scott	02/24/2015
	Elian Employee Benefit Services Limited as Authorized Signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Giles Johnstone-Scott	02/24/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.