SEC Form 4 · accession 0001140361-15-008711

Hortonworks, Inc. · HDP

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

Reporting owners

(Jersey) SLP Yucca

10% Owner

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.

10% Owner

Index Venture Associates V Ltd

10% Owner

Index Ventures V (Jersey), L.P.

10% Owner

Period of report

Dec 17, 2014

Accepted (ET)

Feb 24, 2015 · 4:32 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^F1	Dec 17, 2014	P	48,978	$16.00	A	61,223	D
Common Stock^F2	Dec 17, 2014	P	397	$16.00	A	496	D
Common Stock^F3	Dec 17, 2014	P	625	$16.00	A	781	D
Common Stock^F4,F1	Dec 17, 2014	C	1,617,252	—	A	1,678,475	D
Common Stock^F4,F2	Dec 17, 2014	C	13,100	—	A	13,596	D
Common Stock^F4,F3	Dec 17, 2014	C	20,636	—	A	21,417	D
Common Stock^F4,F5	Dec 17, 2014	P$0	0	—	A	9,375	I	Michelangelo Volpi

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B Convertible Preferred Stock^F1,F4	—	Dec 17, 2014	C	2,784,961	D	—	—	Common Stock	1,392,480	D
Series B Convertible Preferred Stock^F2,F4	—	Dec 17, 2014	C	22,560	D	—	—	Common Stock	11,280	D
Series B Convertible Preferred Stock^F3,F4	—	Dec 17, 2014	C	35,538	D	—	—	Common Stock	17,769	D
Series C Convertible Preferred Stock^F1,F4	—	Dec 17, 2014	C	255,077	D	—	—	Common Stock	127,538	D
Series C Convertible Preferred Stock^F2,F4	—	Dec 17, 2014	C	2,067	D	—	—	Common Stock	1,033	D
Series C Convertible Preferred Stock^F3,F4	—	Dec 17, 2014	C	3,255	D	—	—	Common Stock	1,627	D
Series D Convertible Preferred Stock^F1,F4	—	Dec 17, 2014	C	194,468	D	—	—	Common Stock	97,234	D
Series D Convertible Preferred Stock^F2,F4	—	Dec 17, 2014	C	1,575	D	—	—	Common Stock	787	D
Series D Convertible Preferred Stock^F3,F4	—	Dec 17, 2014	C	2,481	D	—	—	Common Stock	1,240	D

Explanation of responses

F1The securities are held by Index Ventures V (Jersey) L.P. ("Index Ventures V"). Index Venture Associates V Limited is the managing general partner of Index Ventures V. Paul Willing, Sinead Meehan, David Hall, Bernard Dalle and Phil Balderson are directors of Index Venture Associates V Limited. Messrs. Willing, Hall, Dalle, Balderson and Ms. Meehan share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.
F2The securities are held by Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. ("Index Entrepreneur Fund"). Index Venture Associates V Limited is the managing general partner of Index Entrepreneur Fund. Paul Willing, Sinead Meehan, David Hall, Bernard Dalle and Phil Balderson are directors of Index Venture Associates V Limited. Messrs. Willing, Hall, Dalle, Balderson and Ms. Meehan share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.
F3The securities are held by Yucca (Jersey) SLP ("Yucca"). Of Yucca's total ownership of 35,124 shares of Hortonworks, Inc, the above shares represent those securities held in a coinvestment fund that is contractually required to mirror Index Venture Associates V Limited's investment. As a result, Messrs. Willing, Hall, Dalle, Balderson and Ms. Meehan may be deemed to have voting and dispositive power over Yucca's shares by virtue of its shared dispositive power over and shared voting power over the shares held by Index Venture Associates V Limited. Each of these persons disclaims beneficial ownership of the securities except to the extent of his or her pecuniary interest therein.
F4Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into common stock on a 2-for1 basis (for every two preferred, one common) immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date nor conversion price. The number of underlying shares of common stock is shown in the table above.
F5In connection with initial public offering of Hortonworks which was consummated on December 17, 2014, Mr. Volpi was awarded 9,375 shares of restricted stock as per Hortonworks' company policy. Under applicable contractual agreements and investment policies, Index Ventures V, Index Entrepreneur Fund, Index Venture Associates V Limited and Yucca have a pecuniary interest with respect to such shares and the proceeds of their sale. Each of these persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.