SEC Form 4 · accession 0000899243-19-000381
Hortonworks, Inc. · HDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott E Gnau
Officer — Chief Technology Officer
Period of report
Jan 2, 2019
Accepted (ET)
Jan 3, 2019 · 9:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001610532
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 2, 2019 | F | 76,487 | $14.68 | D | 248,003 | D | |
| Common StockF2 | Jan 3, 2019 | U | 248,003 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F3 | — | Jan 3, 2019 | M | 18,848 | D | — | Apr 26, 2025 | Common Stock | 18,848 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4 | — | Jan 3, 2019 | M | 84,304 | D | — | Apr 26, 2025 | Common Stock | 84,304 | 0 | D |
Explanation of responses
- F1Shares withheld to satisfy tax obligations arising out of vesting of restricted stock units, which were accelerated in connection with the Merger (as defined below).
- F2On 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. Pursuant to the Merger, the Reporting Person disposed of all shares of Issuer common stock beneficially owned by it, including the 248,003 shares that were held directly by the Reporting Person, and received the Merger Consideration for each share of Issuer common stock.
- F3Pursuant to the Merger, this incentive stock option was cancelled and converted into an option to acquire Cloudera common stock, with the number of shares and exercise price adjusted for the Exchange Ratio in accordance with the terms of the Merger Agreement.
- F4Pursuant to the Merger, this non-qualified stock option was cancelled and converted into an option to acquire Cloudera common stock, with the number of shares and exercise price adjusted for the Exchange Ratio in accordance with the terms of the Merger Agreement.