SEC Form 4 · accession 0000899243-19-000382

Hortonworks, Inc. · HDP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scott Davidson

Officer — See Remarks

Period of report

Jan 2, 2019

Accepted (ET)

Jan 3, 2019 · 9:42 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	222,238	$14.68	D	786,504	D
Common Stock^F2	Jan 3, 2019	U	786,504	—	D	0	D
Common Stock^F2	Jan 3, 2019	U	7,663	—	D	0	I	Scott & Taryn Davidson Family Trust Dated 4/4/2006
Common Stock	holding	—	—		—	7,663	I	Scott & Taryn Davidson Family Trust Dated 4/4/2006

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (right to buy)^F3	—	Jan 3, 2019	M	47,280	D	—	Apr 20, 2024	Common Stock	47,280	D
Non-Qualified Stock Option (right to buy)^F4	—	Jan 3, 2019	M	386,075	D	—	Apr 20, 2024	Common Stock	386,075	D
Non-Qualified Stock Option (right to buy)^F4	—	Jan 3, 2019	M	92,967	D	—	Sep 11, 2024	Common Stock	92,967	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 786,504 shares that were held directly by the Reporting Person and the 7,663 shares that were held indirectly 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.

Remarks

Chief Operating Officer & Chief Financial Officer