Annual Statement of Changes in Beneficial Ownership (5)
February 14 2017 - 4:59PM
Edgar (US Regulatory)
FORM 5
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
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1.0
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BEARDEN ROBERT G
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2. Issuer Name
and
Ticker or Trading Symbol
Hortonworks, Inc. [HDP]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O HORTONWORKS, INC., 5470 GREAT AMERICA PARKWAY
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2016
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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10/24/2016
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G
(1)
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114200
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D
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$0.00
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1568252
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I
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Robert Gene Bearden, Jr. Grantor Retained Annuity Trust
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Common Stock
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10/24/2016
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G
(1)
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114200
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A
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$0.00
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341747
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D
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Common Stock
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10/24/2016
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G
(2)
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1568252
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D
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$0.00
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0
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I
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Robert Gene Bearden, Jr. Grantor Retained Annuity Trust
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Common Stock
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10/24/2016
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G
(2)
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1568252
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A
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$0.00
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1568252
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I
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The Robert Gene Bearden, Jr. Family Trust
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Amount reflects the distribution and transfer on October 24, 2016 of 114,200 shares as an annuity payment from the Robert Gene Bearden, Jr. Grantor Retained Annuity Trust to the Reporting Person, which changed the Reporting Person's ownership of such shares from indirect to direct ownership.
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(
2)
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Amount reflects the distribution and transfer on October 24, 2016 of 1,568,252 shares from the Robert Gene Bearden, Jr. Grantor Retained Annuity Trust to The Robert Gene Bearden, Jr. Family Trust.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BEARDEN ROBERT G
C/O HORTONWORKS, INC.
5470 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054
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X
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Chief Executive Officer
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Signatures
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/s/ David Howard as Attorney-in-Fact for Robert G. Bearden
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2/14/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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