UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 28~~January 3, ~~2018~~2019

Hortonworks, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36780	37-1634325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

5470 Great America Parkway

Santa Clara, California 95054

(Address of principal executive offices)

(408) 916-4121

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒¨ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

~~Hortonworks,~~On ~~Inc.~~January ~~(the~~3, ~~“Company”~~2019, orpursuant ~~“Hortonworks”)~~to ~~held~~the ~~its~~Agreement ~~special~~and ~~meeting~~Plan of ~~stockholders~~Merger and Reorganization (the “~~Special~~Merger ~~Meeting~~Agreement”) ~~on December 28~~, ~~2018.~~dated Asas of ~~November 26~~October 3, 2018, ~~the~~by ~~Company’s~~and ~~record~~among ~~date~~Hortonworks, ~~for~~Inc., ~~the~~a ~~Special~~Delaware ~~Meeting~~corporation (“Hortonworks”), ~~there~~Cloudera, ~~were~~Inc., a ~~total~~Delaware ofcorporation 84(“Cloudera”),~~237,493~~ ~~shares~~and ofSurf ~~common~~Merger ~~stock~~Corporation, ~~par~~a ~~value~~Delaware ~~$0.0001~~corporation ~~per~~and ~~share,~~wholly-owned subsidiary of ~~the~~Cloudera ~~Company~~ (~~the~~ “~~Common~~Merger ~~Stock~~Sub”), ~~outstanding~~Merger ~~and~~Sub ~~entitled~~merged towith ~~vote~~and atinto ~~the~~Hortonworks, ~~Special~~with ~~Meeting.~~Hortonworks Atcontinuing as the ~~Special~~surviving ~~Meeting,~~corporation ~~61,438,946~~(the ~~shares~~“Merger”). ofAs ~~Common~~a ~~Stock~~result ~~were~~of ~~present~~the ~~or represented by proxy~~Merger, ~~which~~Hortonworks ~~constituted~~became a ~~quorum.~~wholly Aowned ~~summary~~subsidiary of ~~the final voting results is set forth below~~Cloudera.

~~Proposal~~Item 1:2.01 ToCompletion ~~adopt the Agreement and Plan~~ of ~~Merger~~Acquisition ~~and~~or ~~Reorganization,~~Disposition ~~dated as~~ of ~~October 3, 2018, by and among Hortonworks, Cloudera, Inc~~Assets., a Delaware corporation (“Cloudera”), and Surf Merger Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Cloudera (as it may be amended from time to time, the “Merger Agreement”), and approve the transactions contemplated by the Merger Agreement (the “Merger Proposal”).

For		Against		Abstain
60,141,616		1,018,974		278,356

The disclosures under the Introductory Note are incorporated herein by reference.

~~Proposal~~At 2:the ~~The~~effective ~~proposal~~time toof ~~approve~~the Merger (the ~~adjournment~~“Effective Time”), each share of the ~~Special~~common ~~Meeting~~stock ~~was~~of ~~not~~Hortonworks, ~~voted~~par ~~upon~~value at$0.0001 per share (the ~~Special~~ ~~Meeting~~“Hortonworks ~~because~~Common ~~such~~Stock”), ~~proposal~~that was ~~rendered~~outstanding ~~moot~~immediately ~~due~~prior to the ~~approval~~Effective Time was canceled and converted into the right to receive 1.305 (the “Exchange Ratio”) shares of the ~~Merger~~common ~~Proposal~~stock, par value $0.00005 per share, of Cloudera (the “Cloudera Common Stock”). No fractional shares of Cloudera Common Stock were issued in the Merger, and holders of Hortonworks Common Stock are entitled to receive cash in lieu of any such fractional shares.

~~Consummation~~At the Effective Time, options to purchase shares of Hortonworks Common Stock outstanding immediately prior to the ~~transactions contemplated~~Effective Time (“Hortonworks Options”) were generally assumed by ~~the~~Cloudera ~~Merger~~and ~~Agreement~~converted ~~are~~into ~~subject~~an option to ~~the~~acquire ~~satisfaction~~that number of ~~certain~~shares ~~customary~~of ~~closing~~Cloudera ~~conditions~~Common Stock (each, ~~all~~a as“Cloudera ~~set~~Option”) ~~forth~~equal into the ~~Merger~~product ~~Agreement~~obtained ~~and~~by ~~discussed~~multiplying in(x) ~~detail~~the innumber ~~the~~of ~~definitive~~shares ~~joint~~of ~~proxy~~Hortonworks ~~statement/prospectus~~Common ~~filed~~Stock ~~with~~subject ~~the~~to ~~U.S. Securities~~such ~~and~~Hortonworks ~~Exchange~~Option ~~Commission~~by (~~the “SEC”~~y) onthe ~~November 27~~Exchange Ratio, ~~2018~~rounded (down to the ~~“Joint~~nearest ~~Proxy~~whole ~~Statement”),~~share ~~which~~of isCloudera ~~available~~Common onStock. ~~the~~All ~~SEC’s~~Cloudera ~~website~~Options atwill ~~www.sec.gov.~~be ~~The~~subject ~~foregoing~~to ~~description~~the issame ~~qualified~~terms inand ~~its entirety~~conditions by(including ~~reference~~as to vesting and exercisability) as applied to the ~~full~~Hortonworks ~~text~~Option ofimmediately prior to the ~~Merger~~Effective ~~Agreement~~Time; however, ~~which~~each isCloudera ~~attached~~Option aswill ~~Annex~~have Aan exercise price per share equal to the ~~Joint~~quotient ~~Proxy~~obtained ~~Statement.~~by ~~Assuming~~dividing (x) the ~~satisfaction~~per ofshare ~~such~~exercise ~~closing~~price ~~conditions,~~of the Hortonworks ~~expects~~Option by (y) the ~~closing~~Exchange toRatio, ~~occur~~rounded onup orto ~~about~~the ~~January 3, 2019.~~nearest whole cent.

~~Item~~At 8the Effective Time, each Hortonworks restricted stock unit outstanding immediately prior to the Effective Time (each, a “Hortonworks RSU”) was assumed by Cloudera and converted into an award to receive that number of shares of Cloudera Common Stock (each a “Cloudera RSU”) equal to the product obtained by multiplying (x) the number of shares of Hortonworks Common Stock subject to such Hortonworks RSU by (y) the Exchange Ratio, rounded down to the nearest whole share of Cloudera Common Stock.01 ~~Other~~All ~~Events~~Cloudera RSUs will otherwise be subject to the same terms and conditions (including as to vesting and settlement) as applied to the respective Hortonworks RSU immediately prior to the Effective Time; however, each Hortonworks RSU that was granted with a purchase price other than par value will have a purchase price per share equal to the quotient obtained by dividing (x) the per share purchase price of Hortonworks Common Stock subject to such Hortonworks RSU by (y) the Exchange Ratio, rounded up to the nearest whole cent.

ToPrior to the ~~extent~~Effective ~~required~~Time, Hortonworks took the ~~information~~appropriate ~~included~~action into ~~Item~~provide 5that each Hortonworks performance stock units (each a “Hortonworks PSU”) entitles the holder thereof to receive, immediately prior to the Effective Time and subject to the closing of the Merger, the number of shares of Hortonworks Common Stock underlying such Hortonworks PSU determined based on the greater of target performance or actual performance (measured through the Effective Time).07 Any shares of ~~this~~Hortonworks ~~Form~~Common ~~8-K~~Stock isso ~~incorporated~~delivered ~~into~~in ~~this~~respect ~~Item~~of 8Hortonworks PSUs were deemed to be issued and outstanding as of immediately prior to the Effective Time and subject to the treatment of Hortonworks Common Stock as described above.~~01.~~

~~Forward~~The issuance of Cloudera Common Stock in connection with the Merger, as described above, was registered under the Securities Act of 1933, as amended, pursuant to Cloudera’s registration statement on Form S-~~Looking~~4 ~~Statements~~(File No. 333- 228155), filed with the Securities and Exchange Commission (the “SEC”) and declared effective on November 20, 2018.

~~This communication~~The ~~contains~~forgoing ~~forward-looking~~description ~~statements within the meaning~~ of the ~~federal~~transactions ~~securities~~consummated ~~law~~pursuant ~~that are subject~~ to ~~various~~the ~~risks~~Merger ~~and~~Agreement ~~uncertainties~~does that could cause our actual results to differ materially from those expressed or implied in such statements. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Such statements are subject to risks and uncertainties that include, but are not ~~limited~~purport to: ~~(i) conditions to the closing of the merger may not~~ be ~~satisfied; (ii)~~ the ~~merger~~complete ~~may involve unexpected costs, liabilities or delays; (iii) the effect of the announcement of the merger on the ability of Cloudera or Hortonworks to retain~~ and ~~hire~~is ~~key~~qualified ~~personnel~~by ~~and~~its ~~maintain~~entirety ~~relationships~~by ~~with~~reference customers, suppliers and others with whom Cloudera or Hortonworks does business, or on Cloudera’s or Hortonworks’ operating results and business generally; (iv) Cloudera’s or Hortonworks’ respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management’s attention due to the ~~merger;~~Merger ~~(v) the outcome of any legal proceedings related to the merger; (vi) Cloudera or Hortonworks may be adversely affected by other economic~~Agreement, ~~business,~~which ~~and/or~~was ~~competitive~~filed factors; (vii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (viii) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as aExhibit ~~result~~2.1 ~~of the merger; and (ix) other risks~~ to ~~consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Cloudera and~~ Hortonworks ~~are set forth in their respective filings with the SEC, including in the Joint Proxy Statement filed by Cloudera and Hortonworks on November 27, 2018, and each of Cloudera~~’s ~~and~~Current ~~Hortonworks’ most recently filed Annual~~ Report on Form ~~10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form~~ 8-K ~~and~~filed ~~other filings~~ with ~~the~~ ~~SEC, which are available on~~ the SEC’s ~~website at www.sec.gov. See in particular Item 1A of Part II of Cloudera’s Quarterly Report~~ on ~~Form 10-Q for the quarter ended~~ October 31 3, 2018 ~~under the heading “Risk Factors” and Item 1A of Part II of Hortonworks’ Quarterly Report on Form 10-Q for the quarter ended September 30~~, ~~2018~~which ~~under~~is ~~the heading~~incorporated ~~“Risk~~herein ~~Factors.”~~by The risks and uncertainties described above and in the Registration Statement and Cloudera’s most recent Quarterly Report on Form 10-Q and Hortonworks’ most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Cloudera and reference.

~~Hortonworks~~Item ~~and~~3.01 ~~their~~Notice ~~respective~~of ~~businesses,~~Delisting ~~including factors that potentially could materially affect its business, financial condition~~ or ~~operating~~Failure ~~results, may emerge from time~~ to ~~time. Readers~~Satisfy ~~are~~a ~~urged~~Continued toListing ~~consider~~Rule ~~these~~or ~~factors~~Standard; ~~carefully~~Transfer in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents that Cloudera and Hortonworks file from time to time with the SEC. The forward-looking statements in this communication speak only as of ~~the date of this communication~~Listing. ~~Except as required by law, Cloudera and Hortonworks assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.~~

~~Additional~~Prior ~~Information~~to the Merger, the Hortonworks Common Stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and ~~Where~~listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HDP.” Trading in shares of Hortonworks Common Stock on Nasdaq was halted before the opening of trading on January 3, 2019 and will be suspended before the opening of trading on January 4, 2019. Hortonworks has requested that Nasdaq file a Form 25 with the SEC to ~~Find~~withdraw Itthe Hortonworks Common Stock from listing and terminate the registration of shares of Hortonworks Common Stock under Section 12(b) of the Exchange Act. Hortonworks also intends to file a Form 15 with the SEC to terminate the registration of the Hortonworks Common Stock under the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act.

InThe ~~connection~~information ~~with~~set ~~the~~forth proposed merger, Cloudera has filed with the SEC a Registration Statement on Form S-4, (as may be amended from time to time, the “Registration Statement”), which includes a final prospectus with respect to the shares of Cloudera’s common stock to be issued in ~~the~~Item ~~proposed merger~~2.01 ~~and the Joint Proxy Statement~~ of ~~Cloudera~~this ~~and~~Current ~~Hortonworks~~Report ~~with respect to the proposed merger. The Registration Statement was declared effective by the SEC~~ on ~~November~~Form ~~20, 2018 and the Joint Proxy Statement was mailed or otherwise made available to Cloudera’s and Hortonworks’ respective stockholders on November~~8-K ~~28,~~is 2018. BEFORE MAKING ANY INVESTMENT DECISION, CLOUDERA’S AND HORTONWORKS’ RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF CLOUDERA AND HORTONWORKS WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders can obtain a free copy of the Joint Proxy Statement and other documents containing important information about Cloudera and Hortonworks, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Cloudera and Hortonworks make available free of charge at www.cloudera.com and www.hortonworks.com, respectively (in the “Investor Relations” section), copies of materials they file with, or furnish to, the SEC. The contents of the websites referenced above are not deemed to be incorporated by reference into ~~the~~this ~~Registration~~Item ~~Statement or the Joint Proxy Statement~~3. 01.


Item 3.03	Material Modification to the Rights of Security Holders.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.


Item 5.01	Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, and at and upon the Effective Time, all of the members of the board of directors of Hortonworks (the “Hortonworks Board”) ceased to be directors of the Hortonworks Board and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Hortonworks Board.

In connection with the Merger, and at and upon the Effective Time, all of Hortonworks’ officers ceased to be officers of Hortonworks and the officers of Merger Sub immediately prior to the Effective Time became the officers of Hortonworks.

In connection with the Merger, Robert Bearden, Paul Cormier, Peter Fenton, and Kevin Klausmeyer became directors of Cloudera at the Effective Time.


Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Merger, on January 3, 2019, Hortonworks amended and restated its certificate of incorporation and its bylaws. The new certificate of incorporation and the new bylaws of Hortonworks are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.


(d)	Exhibits.



Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Hortonworks, Inc.
3.2		Amended and Restated Bylaws of Hortonworks, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HORTONWORKS, INC.		~~HORTONWORKS, INC.~~
Dated: December 28, 2018			By:	/s/ Scott Davidson
Dated: January 3, 2019	By:	/s/ Jim Frankola
				Scott Davidson
		Jim Frankola
				Chief Operating Officer and Chief Financial Officer
		Chief Financial Officer

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