Sec Form 4 Filing - BEARDEN ROBERT G @ Hortonworks, Inc. - 2017-09-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person BEARDEN ROBERT G 2. Issuer Name and Ticker or Trading Symbol Hortonworks, Inc. [ HDP] 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 (Last) (First) (Middle) C/O HORTONWORKS, INC., 5470 GREAT AMERICA PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2017 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/10/2017 A( 1 ) 1,786,778 A $ 0 2,128,525 D Common Stock 09/11/2017 S 124,944 D $ 17.06 ( 2 ) 1,193,308 I The Robert Gene Bearden, Jr. Family Trust Common Stock 09/12/2017 S 125,056 D $ 16.5 ( 3 ) 1,068,252 I The Robert Gene Bearden, Jr. Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Unit $ 0 09/10/2017 A( 4 ) 714,711 ( 4 ) 09/10/2021 Common Stock 714,711 $ 0 714,711 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BEARDEN ROBERT G C/O HORTONWORKS, INC. 5470 GREAT AMERICA PARKWAY SANTA CLARA, CA95054 X Chief Executive Officer Signatures /s/ David Howard as Attorney-in-Fact for Robert G. Bearden 09/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 10, 2017, the Reporting person was granted 1,786,778 restricted stock units ("RSUs"). Each RSU represents the right to receive, at settlement, one share of common stock. One-twelfth (1/12) of such RSUs shall vest and become releasable on November 15, 2017, and thereafter, the balance of the RSUs shall vest and become releasable in a series of eleven (11) successive 3-month installments over the following thirty-three (33) months thereafter, all subject to grantee's continued status as a service provider. All or portion of the unvested RSUs are subject to acceleration upon the occurrence of certain events. ( 2 )Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $16.87 to $17.30 per share. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person of each separate price within the range. ( 3 )Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $16.25 to $16.96 per share. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person of each separate price within the range. ( 4 )On September 10, 2017, the Reporting Person was granted 714,711 performance stock units ("PSUs"). Each PSU represents the right to achieve, at settlement, one share of common stock. The PSUs will vest and become releasable upon the achievement of certain performance criteria. If such performance criteria are not achieved on or before September 10, 2021, the entire award will be forfeited.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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