0001193125-14-437841.txt : 20150114 0001193125-14-437841.hdr.sgml : 20150114 20141209172007 ACCESSION NUMBER: 0001193125-14-437841 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hortonworks, Inc. CENTRAL INDEX KEY: 0001610532 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 371634325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3460 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 408-916-4121 MAIL ADDRESS: STREET 1: 3460 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 CORRESP 1 filename1.htm Prepared by R.R. Donnelley Financial -- Company Acceleration Request

Hortonworks, Inc.

5470 Great American Parkway

Santa Clara, California 95054

VIA EDGAR

December 9, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Barbara C. Jacobs, Assistant Director

 

Re: Hortonworks, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-200044

Dear Ms. Jacobs:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Hortonworks, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to December 11, 2014, at 4:15 p.m., Eastern Time or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Richard A. Kline at (650) 752-3139. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Richard A. Kline, by facsimile to (650) 471-6060.

In connection with the foregoing, the Company hereby acknowledges the following:

 

  •   should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

  •   the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

  •   the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Under separate cover, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date.

If you have any questions regarding this request, please contact Richard A. Kline of Goodwin Procter LLP at (650) 752-3139.

 

Sincerely,
HORTONWORKS, INC.
 

/s/ David M. Howard

  David M. Howard
  Vice President, Legal and Secretary

 

cc: Patrick Gilmore, Securities and Exchange Commission

Eiko Yaoita Pyles, Securities and Exchange Commission

Edwin Kim, Securities and Exchange Commission

Robert Bearden, Hortonworks, Inc.

Scott Davidson, Hortonworks, Inc.

Craig M. Schmitz, Goodwin Procter LLP

Richard A. Kline, Goodwin Procter LLP

Bradley C. Weber, Goodwin Procter LLP

John L. Savva, Sullivan & Cromwell LLP

CORRESP 2 filename2.htm Prepared by R.R. Donnelley Financial -- Underwriters' Acceleration Request

December 9, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Hortonworks, Inc.

Filed on Form S-1

Registration No. 333-200044

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between December 1, 2014 and the date hereof approximately 5,892 copies of the Preliminary Prospectus dated December 1, 2014 were distributed to prospective underwriters, institutional investors, prospective dealers, individuals, rating agencies and others.

We have been informed by the participating underwriters that they have complied, and they will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:15 p.m. EST on December 11, 2014, or as soon thereafter as practicable.

[Signature page follows.]

Very truly yours,

GOLDMAN, SACHS & CO.

CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the

Prospective Underwriters

GOLDMAN, SACHS & CO.

 

By:  

/s/ Matt Leavitt

    Name: Matt Leavitt
    Title:   Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

 

By:  

/s/ Kristin DeClark

    Name: Kristin DeClark
    Title:   Director

[Signature Page to Underwriters’ Acceleration Request Letter]