SEC Form 4 · accession 0000899243-19-000390
Hortonworks, Inc. · HDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Bearden
Officer — President & CEO · Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 3, 2019 · 9:46 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 | A | 714,711 | $0.00 | A | 1,284,320 | D | |
| Common Stock | Jan 2, 2019 | F | 318,911 | $14.68 | D | 965,409 | D | |
| Common StockF3 | Jan 3, 2019 | U | 965,409 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF4 | $0.00 | Jan 2, 2019 | M | 714,711 | D | — | Sep 10, 2021 | Common Stock | 714,711 | 0 | D |
| Non-Qualified Stock Option (right to buy)F5 | — | Jan 3, 2019 | M | 336,328 | D | — | Aug 20, 2023 | Common Stock | 336,328 | 0 | D |
Explanation of responses
- F1Acquired upon the settlement of performance stock units granted on September 10, 2017 under the Issuer's Amended and Restated 2014 Stock Option and Incentive Plan, which were accelerated in connection with the Merger (as defined below).
- F2Shares withheld to satisfy taxes arising out of settlement of performance stock units.
- F3On January 3, 2019, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018 (the "Merger Agreement"), 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 (the "Exchange Ratio"). Pursuant to the Merger, the Reporting Person disposed of all shares of Issuer common stock beneficially owned by it, including the 965,409 shares that were held directly by the Reporting Person, and received the Merger Consideration for each share of Issuer common stock.
- F4These Performance Stock Units ("PSUs") were accelerated in connection with the Merger. Each PSU would have vested and become releasable upon achievement of certain performance criteria.
- F5Pursuant 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.