SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 4)*

 

Hortonworks, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
440894103
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 25 Pages

Exhibit Index Contained on Page 24

 

 

 

 

 

 

CUSIP NO. 440894103 13 G Page 2 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Capital Partners VI, L.P. (“BCP VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
249,877 shares, except that Benchmark Capital Management Co. VI, L.L.C. (“BCMC VI”), the general partner of BCP VI, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”), the members of BCMC VI, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
249,877 shares, except that BCMC VI, the general partner of BCP VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,877
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP NO. 440894103 13 G Page 3 of 25

 

1 NAME OF REPORTING PERSON             Benchmark Founders’ Fund VI, L.P. (“BFF VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
15,628 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
15,628 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,628
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP NO. 440894103 13 G Page 4 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
10,255 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
10,255 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,255
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

0.0%
12

TYPE OF REPORTING PERSON 

PN

 

 

 

 

CUSIP NO. 440894103 13 G Page 5 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Capital Management Co. VI, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
302,697 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B and 26,937 are held in nominee form for the benefit of persons associated with BCMC VI.  BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
302,697 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B and 26,937 are held in nominee form for the benefit of persons associated with BCMC VI.  BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,697
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%
12

TYPE OF REPORTING PERSON

OO

 

 

 

 

CUSIP NO. 440894103 13 G Page 6 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Capital Partners VII, L.P. (“BCP VII”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
5,036,211 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Eric Vishria (“Vishria”), the members of BCMC VII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
5,036,211 shares, except that BCMC VII, the general partner of BCP VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,036,211
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 440894103 13 G Page 7 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Founders’ Fund VII, L.P. (“BFF VII”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
559,315 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
559,315 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 559,315
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 440894103 13 G Page 8 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
741,277 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
741,277 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 741,277
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 440894103 13 G Page 9 of 25

 

1 NAME OF REPORTING PERSON            Benchmark Capital Management Co. VII, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
6,336,803 shares, of which 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
6,336,803 shares, of which 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,803
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO. 440894103 13 G Page 10 of 25

 

1 NAME OF REPORTING PERSON             Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 		5

SOLE VOTING POWER
0 shares

6 SHARED VOTING POWER
302,697 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B and 26,937 are held in nominee form for the benefit of persons associated with BCMC VI.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Balkanski, a member of BCMC VI, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
302,697 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B and 26,937 are held in nominee form for the benefit of persons associated with BCMC VI.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Balkanski, a member of BCMC VI, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,697
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 11 of 25

 

1 NAME OF REPORTING PERSON          Matthew R. Cohler
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,639,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 12 of 25

 

1 NAME OF REPORTING PERSON            Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen


NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER
0 shares

6 SHARED VOTING POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,639,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 13 of 25

 

1 NAME OF REPORTING PERSON             Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨       (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER
80,299 shares

6 SHARED VOTING POWER6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Fenton, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
80,299 shares
8 SHARED DISPOSITIVE POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Fenton, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,719,799
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 14 of 25

 

1 NAME OF REPORTING PERSON             J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨       (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER
0 shares

6 SHARED VOTING POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Gurley, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Gurley, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,639,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 15 of 25

 

1 NAME OF REPORTING PERSON             Kevin R. Harvey  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨      (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,639,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 16 of 25

 

1 NAME OF REPORTING PERSON            Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨       (b)           x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen


NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER
0 shares

6 SHARED VOTING POWER
302,697 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B and 26,937 are held in nominee form for the benefit of persons associated with BCMC VI.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Kagle, a member of BCMC VI, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8

SHARED DISPOSITIVE POWER

302,697 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B and 26,937 are held in nominee form for the benefit of persons associated with BCMC VI.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Kagle, a member of BCMC VI, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,697
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 17 of 25

 

1 NAME OF REPORTING PERSON             Mitchell H. Lasky
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨       (b)           x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen


NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER
0 shares

6 SHARED VOTING POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,639,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 18 of 25

 

1 NAME OF REPORTING PERSON             Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨       (b)           x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Spurlock, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
6,639,500 shares, of which 249,877 are directly owned by BCP VI, 15,628 are directly owned by BFF VI, 10,255 are directly owned by BFF VI-B, 26,937 are held in nominee form for the benefit of persons associated with BCMC VI, 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Spurlock, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,639,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 19 of 25

 

1 NAME OF REPORTING PERSON             Eric Vishria
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)           ¨         (b)           x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen


NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY EACH
 REPORTING
PERSON
 WITH 		5

SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER
6,336,803 shares, of which 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Vishria, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8

SHARED DISPOSITIVE POWER

6,336,803 shares, of which 5,036,211 are directly owned by BCP VII, 559,315 are directly owned by BFF VII and 741,277 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Vishria, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,803
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 440894103 13 G Page 20 of 25

 

This Amendment No. 4 amends and restates in its entirety the Schedule 13G previously filed by Benchmark Capital Partners VI, L.P., a Delaware limited partnership (“BCP VI”), Benchmark Founders’ Fund VI, L.P., a Delaware limited partnership (“BFF VI”), Benchmark Founders’ Fund VI-B, L.P., a Delaware limited partnership (“BFF VI-B”), Benchmark Capital Management Co. VI, L.L.C., a Delaware limited liability company (“BCMC VI”), Benchmark Capital Partners VII, L.P., a Delaware limited partnership (“BCP VII”), Benchmark Founders’ Fund VII, L.P., a Delaware limited partnership (“BFF VII”), Benchmark Founders’ Fund VI-B, L.P., a Delaware limited partnership (“BFF VII-B”), Benchmark Capital Management Co. VII, L.L.C., a Delaware limited liability company (“BCMC VII”), and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”), Steven M. Spurlock (“Spurlock”) and Eric Vishria (“Vishria”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
   
  Hortonworks, Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  5470 Great America Parkway
  Santa Clara, California 95054
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Statement is filed BCP VI, BFF VI, BFF VI-B, BCMC VI, BCP VII, BFF VII, BFF VII-B, BCMC VII, Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky, Spurlock and Vishria.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
   
  BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
   
  Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
   
  Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
   
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
   
  The address for each reporting person is:
   
  Benchmark
  2965 Woodside Road
  Woodside, California 94062
   
ITEM 2(C). CITIZENSHIP
   
  BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII and BFF VII-B are Delaware limited partnerships.  BCMC VI and BCMC VII are Delaware limited liability companies.  Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky, Spurlock and Vishria are United States Citizens.

 

 

 

 

CUSIP NO. 440894103 13 G Page 21 of 25

 

ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
   
  Common Stock
  CUSIP # 440894103
   
ITEM 3. Not Applicable .  
   
ITEM 4. OWNERSHIP   
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 83,585,542 shares of Common Stock of the issuer outstanding as of November 1, 2018 as reported by the issuer on Form 10-Q for the period ended September 30, 2018 and filed with the Securities and Exchange Commission on November 8, 2018).

 

(a) Amount beneficially owned :
     
    See Row 9 of cover page for each Reporting Person.

 

(b) Percent of Class :
     
    See Row 11 of cover page for each Reporting Person.

 

(c) Number of shares as to which such person has :

 

(i) Sole power to vote or to direct the vote :
     
    See Row 5 of cover page for each Reporting Person.

 

(ii) Shared power to vote or to direct the vote :

 

See Row 6 of cover page for each Reporting Person.

 

(iii) Sole power to dispose or to direct the disposition of :

 

See Row 7 of cover page for each Reporting Person.

 

(iv) Shared power to dispose or to direct the disposition of :
     
    See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreements of BCP VI, BFF VI and BFF VI-B, and the limited liability company agreement of BCMC VI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.  

 

 

 

 

CUSIP NO. 440894103 13 G Page 22 of 25

 

  Under certain circumstances set forth in the limited partnership agreements of BCP VII, BFF VII and BFF VII-B, and the limited liability company agreement of BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP*
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
ITEM 10. CERTIFICATION
   
  Not applicable.

 

 

 

 

CUSIP NO. 440894103 13 G Page 23 of 25

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 8, 2019

 

  BENCHMARK CAPITAL PARTNERS VI, L.P., a
Delaware Limited Partnership
  BENCHMARK FOUNDERS’ FUND VI, L.P., a
Delaware Limited Partnership
  BENCHMARK FOUNDERS’ FUND VI-B, L.P., a
Delaware Limited Partnership
  BENCHMARK CAPITAL MANAGEMENT CO. VI,
L.L.C., a Delaware Limited Liability Company

 

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

 

  BENCHMARK CAPITAL PARTNERS VII, L.P., a
Delaware Limited Partnership
  BENCHMARK FOUNDERS’ FUND VII, L.P., a
Delaware Limited Partnership
  BENCHMARK FOUNDERS’ FUND VII-B, L.P., a
Delaware Limited Partnership
  BENCHMARK CAPITAL MANAGEMENT CO. VII,
L.L.C., a Delaware Limited Liability Company

 

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

 

  ALEXANDRE BALKANSKI
  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
  ERIC VISHRIA

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
  Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 440894103 13 G Page 24 of 25

 

EXHIBIT INDEX

 

Exhibit   Found on
Sequentially
Numbered Page
     
Exhibit A:  Agreement of Joint Filing   25

 

 

 

 

CUSIP NO. 440894103 13 G Page 25 of 25

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Hortonworks, Inc. shall be filed on behalf of each Reporting Person. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.

 

 

 

 

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