X0306 4 2018-05-23 0 0001610532 Hortonworks, Inc. HDP 0001219230 FENTON PETER H C/O HORTONWORKS, INC. 5470 GREAT AMERICA PARKWAY SANTA CLARA CA 95054 1 0 0 0 Common Stock 2018-05-23 4 A 0 9765 0.00 A 49910 D Common Stock 302697 I By Benchmark Capital Partners VI, L.P. Common Stock 6336803 I By Benchmark Capital Partners VII, L.P. Exempt grant of restricted stock units under the Issuer's Amended and Restated 2014 Stock Option and Incentive Plan. The units will vest and settle for shares of common stock of the Issuer on May 23, 2019, subject to the Reporting Person's continuous service as a board member through such date. Unvested shares are subject to acceleration upon the occurrence of certain events. Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. Peter H. Fenton is a managing member of BCMC VI, which serves as general partner to BCP VI, BFF VI and BFF VI-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Mr. Fenton and each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). Shares held of record by Benchmark Capital Partners VII, L.P., ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Peter H. Fenton is a managing member of BCMC VII, which serves as general partner to BCP VII, BFF VII and BFF VII-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Mr. Fenton and each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). /s/ Steven M. Spurlock, Authorized Signatory 2018-05-25