0001209191-14-075975.txt : 20141216 0001209191-14-075975.hdr.sgml : 20141216 20141216182601 ACCESSION NUMBER: 0001209191-14-075975 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141211 FILED AS OF DATE: 20141216 DATE AS OF CHANGE: 20141216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hortonworks, Inc. CENTRAL INDEX KEY: 0001610532 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 371634325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3460 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 408-916-4121 MAIL ADDRESS: STREET 1: 3460 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders Fund VI-B, L.P. CENTRAL INDEX KEY: 0001572570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36780 FILM NUMBER: 141290739 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK FOUNDERS FUND VI LP CENTRAL INDEX KEY: 0001432812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36780 FILM NUMBER: 141290740 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001426303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36780 FILM NUMBER: 141290741 BUSINESS ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VI, L.L.C. CENTRAL INDEX KEY: 0001572569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36780 FILM NUMBER: 141290742 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2014-12-11 2014-12-11 0 0001610532 Hortonworks, Inc. HDP 0001572569 Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001426303 BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001432812 BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572570 Benchmark Founders Fund VI-B, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Series D Convertible Preferred Stock Common 196397 I By Benchmark Capital Partners VI, L.P. Each share of Series D Convertible Preferred Stock automatically converts into Common Stock on a 2-for-1 basis (for every two shares of Preferred Stock, one share of Common Stock) immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date or conversion price. The number of underlying shares of Common Stock is shown in the table above. Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. Alexandre Balkanski, Matthew R.Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VI, which serves as general partner to BCP VI, BFF VI, L.P. and BFF VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). This report is one of four reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable member. Benchmark Capital Management Co. VI, L.L.C., /s/ Steven M. Spurlock, Managing Member 2014-12-16 Benchmark Capital Partners VI, L.P., by Benchmark Capital Management Co. VI, L.L.C., its general partner, /s/ Steven M. Spurlock, Managing Member 2014-12-16 Benchmark Founders' Fund VI, L.P., by Benchmark Capital Management Co. VI, L.L.C., its general partner, /s/ Steven M. Spurlock, Managing Member 2014-12-16 Benchmark Founders' Fund VI-B, L.P. , by Benchmark Capital Management Co. VI, L.L.C., its general partner, /s/ Steven M. Spurlock, Managing Member 2014-12-16 EX-99 2 attachment1.htm EX-99 DOCUMENT

     AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND
                              AUTHORIZED SIGNATORY

        Each of the undersigned entities and individuals (collectively, the
"Reporting Persons") hereby authorizes and designates Benchmark Capital
Management Co. VI, L.L.C. or such other person or entity as is designated in
writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner
to prepare and file on behalf of such Reporting Person individually, or jointly
together with the other Reporting Persons, any and all reports, notices,
communications and other documents (including, but not limited to, reports on
Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting
Person may be required to file with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the "Act"), the Securities Exchange Act of
1934, as amended (together with the implementing regulations thereto, the
"Exchange Act") or any other state or federal agency (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by such Reporting Person (collectively, the "Companies").

        Each Reporting Person hereby further authorizes and designates Steven M.
Spurlock (the "Authorized Signatory") to execute and file on behalf of such
Reporting Person the Reports and to perform any and all other acts, which in the
opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.

        The authority of the Designated Filer and the Authorized Signatory under
this Document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. Each Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

March 21, 2013          BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C.,
                        a Delaware Limited Liability Company


                        By:     /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


March 21, 2013          BENCHMARK CAPITAL PARTNERS VI, L.P.,
                        a Delaware Limited Partnership

                        By:  Benchmark Capital Management Co. VI, L.L.C.,
                             a Delaware Limited Liability Company,
                             Its General Partner


                        By:     /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


March 21, 2013          BENCHMARK FOUNDERS' FUND VI, L.P.,
                        a Delaware Limited Partnership

                        By:  Benchmark Capital Management Co. VI, L.L.C.,
                             a Delaware Limited Liability Company,
                             Its General Partner


                        By:     /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


March 21, 2013          BENCHMARK FOUNDERS' FUND VI-B, L.P.,
                        a Delaware Limited Partnership

                        By:  Benchmark Capital Management Co. VI, L.L.C.,
                             a Delaware Limited Liability Company,
                             Its General Partner


                        By:     /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


March 21, 2013          By:     /s/ Alexandre Balkanski
                             ---------------------------------------------------
                             Alexandre Balkanski


March 21, 2013          By:     /s/ Bruce W. Dunlevie
                             ---------------------------------------------------
                             Bruce W. Dunlevie


March 21, 2013          By:     /s/ J. William Gurley
                             ---------------------------------------------------
                             J. William Gurley


March 21, 2013          By:     /s/ Kevin R. Harvey
                             ---------------------------------------------------
                             Kevin R. Harvey


March 21, 2013          By:     /s/ Robert C. Kagle
                             ---------------------------------------------------
                             Robert C. Kagle


March 21, 2013          By:     /s/ Mitchell H. Lasky
                             ---------------------------------------------------
                             Mitchell H. Lasky


March 21, 2013          By:     /s/ Peter H. Fenton
                             ---------------------------------------------------
                             Peter H. Fenton


March 21, 2013          By:     /s/ Matthew R. Cohler
                             ---------------------------------------------------
                             Matthew R. Cohler