SEC Filing | HashiCorp, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Welihinda Navam

(Last)

(First)

(Middle)

C/O HASHICORP, INC.

101 SECOND STREET, SUITE 700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HashiCorp, Inc. [ HCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2021		J⁽¹⁾		301,028⁽²⁾	D	⁽¹⁾	95,000⁽³⁾	D
Common Stock	12/13/2021		J⁽⁴⁾		95,000⁽³⁾	D	⁽⁴⁾	0	D
Class A Common Stock	12/13/2021		C		6,248	A	⁽⁵⁾	6,248	D
Class A Common Stock	12/13/2021		S		6,248	D	$86.3278⁽⁶⁾	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾	12/13/2021		J⁽¹⁾		180,028		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	180,028	⁽¹⁾	180,028	D
Class B Common Stock	⁽⁵⁾	12/13/2021		M		6,248		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,248	$0.00	186,276	D
Class B Common Stock	⁽⁵⁾	12/13/2021		C			6,248	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,248	$0.00	180,028	D
Restricted Stock Units	⁽⁷⁾	12/13/2021		J⁽¹⁾		121,000		⁽⁸⁾	⁽⁸⁾	Class B Common Stock	121,000	⁽¹⁾	121,000	D
Restricted Stock Units	⁽⁹⁾	12/13/2021		J⁽⁴⁾		95,000		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	95,000	⁽⁴⁾	95,000	D
Employee Stock Option (right to buy)	$0.233	02/13/2021		J⁽¹⁾			170,222	⁽¹¹⁾	04/05/2027	Common Stock	170,222	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$0.233	12/13/2021		J⁽¹⁾		170,222		⁽¹¹⁾	04/05/2027	Class B Common Stock	170,222	⁽¹⁾	170,222	D
Employee Stock Option (right to buy)	$1.15	12/13/2021		J⁽¹⁾			50,000	⁽¹²⁾	09/25/2028	Common Stock	50,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$1.15	12/13/2021		J⁽¹⁾		50,000		⁽¹²⁾	09/25/2028	Class B Common Stock	50,000	⁽¹⁾	50,000	D
Employee Stock Option (right to buy)	$5.315	12/13/2021		J⁽¹⁾			160,000	⁽¹³⁾	04/22/2029	Common Stock	160,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$5.315	12/13/2021		J⁽¹⁾		160,000		⁽¹³⁾	04/22/2029	Class B Common Stock	160,000	⁽¹⁾	160,000	D
Employee Stock Option (right to buy)	$5.315	12/13/2021		M			6,248	⁽¹³⁾	04/22/2029	Class B Common Stock	6,248	$0.00	153,752	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. Of the reported shares, 180,028 are represented by shares of Common Stock and the remaining 121,000 are represented by restricted stock units, or RSUs.

3. The shares are represented by RSUs.

4. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the RSU was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.09 to $86.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

7. Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.

8. The RSUs vest as to 25% on January 31, 2022 and the remaining shares vest in twelve equal quarterly installments beginning on March 20, 2022.

9. Each RSU represents a contingent right to receive one share of Issuer Class A Common Stock.

10. The RSUs vest as to 50% on December 9, 2023 and the remaining shares vest in eight equal quarterly installments beginning on December 20, 2023.

11. The shares underlying the option are fully vested and immediately exercisable.

12. The shares underlying the option vested as to 25% of the total shares on September 26, 2019 and the remaining shares vest in 36 equal monthly installments thereafter.

13. The shares underlying the option vested as to 25% of the total shares on February 27, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.

Remarks:

	/s/ Paul Warensky, by power of attorney	12/15/2021
	** Signature of Reporting Person	Date
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).
** 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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