SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
12/11/2014

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

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	843,382	I	Robert Gene Bearden, Jr. Grantor Retained Annuity Trust
Common Stock	875,000	I	Robert Gene Bearden, Jr. Grantor Retained Annuity Trust
Common Stock	31,617	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	02/08/2022	Common Stock	544,277	$0.54	D
Stock Option (right to buy)	⁽²⁾	08/20/2023	Common Stock	336,328	$4.76	D
Stock Option (right to buy)	⁽³⁾	09/11/2014	Common Stock	1,185,000	$14.22	D

Explanation of Responses:

1. This option is early exercisable. 1/48th of the shares subject to the option vested on March 4, 2012 and 1/48th of the shares subject to the option shall vest monthly thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.

2. 1/4th of the shares subject to the option vested on August 19, 2014 and 1/48th of the shares subject to the option shall vest monthly thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.

3. 3% of the shares subject to the option vested on December 31, 2014 and 3% of the shares subject to the option shall vest at the end of each quarter thereafter until December 31, 2015. 5% of the shares subject to the option shall vest on March 31, 2016 and 5% of the shares subject to the option shall vest at the end of each quarter therafter until March 31, 2017. 6% of the shares subject to the option shall vest on June 30, 2017 and 6% of the shares subject to the option shall vest at the end of each quarter thereafter until September 30, 2019. All vesting is subject to the Reporting Person's continuous service to the Issuer on each such date.

Remarks:

	/s/ David Howard as Attorney in fact for Robert G. Bearden	12/11/2014
	** 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 5 (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.