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 YAHOO INC

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)

701 FIRST AVENUE

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)

SUNNYVALE,Â CAÂ 94089

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

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 A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,135,656	$ ⁽¹⁾	D	Â
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	283,530	$ ⁽¹⁾	D	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	426,620	$ ⁽¹⁾	D	Â
Series A Preferred Stock Warrants (right to buy)	Â ⁽²⁾	06/30/2020	Common Stock ⁽³⁾	3,250,000 ⁽³⁾	$ 0.01 ⁽³⁾	D	Â
Common Stock Warrants (right to buy)	Â ⁽²⁾	06/09/2023	Common Stock	476,368	$ 8.46	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
YAHOO INC 701 FIRST AVENUE SUNNYVALE,Â CAÂ 94089	Â	Â X	Â	Â

Signatures

/s/ Ken Goldman, Chief Financial Officer, Yahoo! Inc.		12/11/2014
^**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 shares of each series of preferred stock are currently convertible at any time, at the Reporting Person's election, into common stock of Hortonworks, Inc. (the "Issuer") on a 1-for-2 basis (one common for every two preferred); the number of underlying common shares is shown in the table above (subject to adjustment for certain dilutive issuances, splits, and combinations). The preferred shares have no expiration date, and will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering.
(2)	These warrants become exercisable upon the occurrence of certain corporate transactions, including the closing of the Issuer's initial public offering.
(3)	These warrants currently represent the right to buy 6,500,000 shares of the Issuer's Series A Preferred Stock at an exercise price of $0.005 per share. Upon the closing of the Issuer's initial public offering, the Series A Preferred Stock will convert to common stock of the Issuer on a 1-for-2 basis and, therefore, these warrants will become exercisable at any time, at the Reporting Person's election, for 3,250,000 shares of common stock at an exercise price of $0.01 per share.

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