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^*

Volpi Michelangelo

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2018

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	06/04/2018		G		10,838	D	$0.00	9,765	D
Common Stock								1,126,749	I	By Index Ventures V (Jersey), L.P.⁽¹⁾
Common Stock								9,128	I	By Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.⁽¹⁾
Common Stock								1,042,132	I	By Index Ventures IV (Jersey), L.P.⁽¹⁾
Common Stock								100,332	I	By Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P.⁽¹⁾
Common Stock								23,578	I	Yucca (Jersey) SLP⁽¹⁾
Common Stock	01/03/2019		U		9,765	D	⁽²⁾⁽³⁾	0	D
Common Stock	01/03/2019		U		1,126,749	D	⁽²⁾⁽³⁾	0	I	By Index Ventures V (Jersey), L.P.⁽¹⁾
Common Stock	01/03/2019		U		9,128	D	⁽²⁾⁽³⁾	0	I	By Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.⁽¹⁾
Common Stock	01/03/2019		U		1,042,132	D	⁽²⁾⁽³⁾	0	I	By Index Ventures IV (Jersey), L.P.⁽¹⁾
Common Stock	01/03/2019		U		100,332	D	⁽²⁾⁽³⁾	0	I	By Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P.⁽¹⁾
Common Stock	01/03/2019		U		23,578	D	⁽²⁾⁽³⁾	0	I	Yucca (Jersey) SLP⁽¹⁾

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)

Explanation of Responses:

1. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures IV (Jersey), L.P., Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., Index Ventures V (Jersey), L.P., Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

2. On January 3, 2019, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018, by and among Cloudera, Inc. ("Cloudera"), Issuer, and Surf Merger Corporation ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a direct wholly-owned subsidiary of Cloudera (the "Merger"). Pursuant to the Merger, the Issuer's stockholders received the right to receive 1.305 shares of common stock, par value $0.00005 per share, of Cloudera (the "Merger Consideration") for each share of the Issuer's stock that they own.

3. (Continued from Footnote 2) Pursuant to the Merger, the Reporting Person disposed of all shares of Issuer common stock beneficially owned by it, including the 9,765 shares that were held directly by the Reporting Person, the 1,126,749 shares that were held directly by Index Ventures V (Jersey), L.P., the 9,128 shares that were held directly by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., the 1,042,132 shares that were held directly by Index Ventures IV (Jersey), L.P., the 100,332 shares that were held directly by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., and the 23,578 shares that were held directly by Yucca (Jersey) SLP, and received the Merger Consideration for each share of Issuer common stock.

Remarks:

	/s/ David Howard, Attorney-in-Fact for Michelangelo Volpi	01/03/2019
	** 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).
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