Edgar Filing: Hortonworks, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Index Venture Associates V Ltd

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2014

3. Issuer Name and Ticker or Trading Symbol
Hortonworks, Inc. [HDP]

(Last)

(First)

(Middle)

44 ESPLANADE,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ST. HELLIER, CHANNEL ISLANDS,Â Y9Â JE4 9WG

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,245	D ⁽¹⁾	Â
Common Stock	99	D ⁽²⁾	Â
Common Stock	156	D ⁽³⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	1,392,480	$ ⁽⁴⁾	D ⁽¹⁾	Â
Series B Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	11,280	$ ⁽⁴⁾	D ⁽²⁾	Â
Series B Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	17,769	$ ⁽⁴⁾	D ⁽³⁾	Â
Series C Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	127,538	$ ⁽⁴⁾	D ⁽¹⁾	Â
Series C Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	1,033	$ ⁽⁴⁾	D ⁽²⁾	Â
Series C Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	1,627	$ ⁽⁴⁾	D ⁽³⁾	Â
Series D Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	97,234	$ ⁽⁴⁾	D ⁽¹⁾	Â
Series D Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	787	$ ⁽⁴⁾	D ⁽²⁾	Â
Series D Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common	1,240	$ ⁽⁴⁾	D ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Index Venture Associates V Ltd 44 ESPLANADE ST. HELLIER, CHANNEL ISLANDS,Â Y9Â JE4 9WG	Â	Â X	Â	Â
Index Ventures V (Jersey), L.P. OGIER HOUSE THE ESPLANADE ST. HELIER,Â Y9Â JE4 9WC	Â	Â X	Â	Â
Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. OGIER HOUSE THE ESPLANADE ST. HELIER,Â Y9Â JE4 9WC	Â	Â X	Â	Â
Yucca (Jersey) SLP 44 THE ESPLANADE ST. HELIER,Â Y9Â JE4 9WG	Â	Â X	Â	Â

Signatures

Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., by its Managing General Partner, Index Venture Associates V Limited, By: /s/ Giles Johnstone-Scott		02/24/2015
^**Signature of Reporting Person		Date
Index Venture Associates V Limited, By: /s/ Giles Johnstone-Scott		02/24/2015
^**Signature of Reporting Person		Date
Elian Employee Benefit Services Limited as Authorized Signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Giles Johnstone-Scott		02/24/2015
^**Signature of Reporting Person		Date
Index Ventures V (Jersey) L.P., by its Managing General Partner Index Venture Associates V Limited, By: /s/ Giles Johnstone-Scott		02/24/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The 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.
(2)	The 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.
(3)	The 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.
(4)	Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converts 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.

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