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^*

MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

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

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)

	Form filed by One Reporting Person
X	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		C		25,743,304	A	⁽¹⁾⁽²⁾⁽³⁾	26,216,776	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽⁴⁾
Common Stock	12/13/2021		C		3,325,602	A	⁽³⁾⁽⁵⁾	3,325,602	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽⁶⁾
Common Stock	12/13/2021		C		345,778	A	⁽⁷⁾	345,778	I	MF Leaders H-E, L.P.⁽⁸⁾
Common Stock	12/13/2021		J⁽⁹⁾		26,216,776	D	⁽⁹⁾	0	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽⁴⁾
Common Stock	12/13/2021		J⁽⁹⁾		3,325,602	D	⁽⁹⁾	0	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽⁶⁾
Common Stock	12/13/2021		J⁽⁹⁾		345,778	D	⁽⁹⁾	0	I	MF Leaders H-E, L.P.⁽⁸⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾	12/13/2021		C			18,490,454	⁽¹⁾	⁽¹⁾	Common Stock	18,490,454	$0.00	0	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	12/13/2021		C			7,173,942	⁽²⁾	⁽²⁾	Common Stock	7,173,942	$0.00	0	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽⁴⁾
Series C Convertible Preferred Stock	⁽³⁾	12/13/2021		C			78,908	⁽³⁾	⁽³⁾	Common Stock	78,908	$0.00	0	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽⁴⁾
Series C Convertible Preferred Stock	⁽³⁾	12/13/2021		C			3,235,376	⁽³⁾	⁽³⁾	Common Stock	3,235,376	$0.00	0	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁵⁾	12/13/2021		C			90,226	⁽⁵⁾	⁽⁵⁾	Common Stock	90,226	$0.00	0	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽⁶⁾
Series E Convertible Preferred Stock	⁽⁷⁾	12/13/2021		C			345,778	⁽⁷⁾	⁽⁷⁾	Common Stock	345,778	$0.00	0	I	MF Leaders H-E, L.P.⁽⁸⁾
Class B Common Stock	⁽⁹⁾	12/13/2021		J⁽⁹⁾		26,216,776		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	26,216,776	⁽⁹⁾	26,216,776	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽⁴⁾
Class B Common Stock	⁽⁹⁾	12/13/2021		J⁽⁹⁾		3,325,602		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	3,325,602	⁽⁹⁾	3,325,602	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽⁶⁾
Class B Common Stock	⁽⁹⁾	12/13/2021		J⁽⁹⁾		345,778		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	345,778	⁽⁹⁾	345,778	I	MF Leaders H-E, L.P.⁽⁸⁾

1. Name and Address of Reporting Person^*

MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mayfield XIV Management (EGP), L.P.

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mayfield XIV Management (UGP), Ltd.

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MAYFIELD SELECT, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mayfield Select Management (EGP), L.P.

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mayfield Select Management (UGP), Ltd.

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MF Leaders H-E, L.P.

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MF Leaders Management, L.L.C.

(Last)

(First)

(Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

2. Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

3. Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

4. Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company (MF XIV UGP), is the general partner of Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF XIV EGP), which is the general partner of Mayfield XIV, a Cayman Islands Exempted Limited Partnership (MF XIV). Rajeev Batra, Navin Chaddha, and Urshit Parikh, the directors of MF XIV UGP, may be deemed to share beneficial ownership of the shares owned by MF XIV, but each of the individuals disclaims such beneficial ownership.

5. Each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

6. Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company (MF Select UGP), is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF Select EGP), which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership (MF Select). Messrs. Batra, Chaddha, and Parikh, the directors of MF Select UGP, may be deemed to share beneficial ownership of the shares owned by MF Select, but each of the individuals disclaims such beneficial ownership.

7. Each share of Series E Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

8. MF Leaders Management, L.L.C. (MF Leaders GP) is the general partner of MF Leaders H-E, L.P. (MF Leaders). Mr. Chaddha, the sole member of MF Leaders GP, may be deemed to share beneficial ownership of the shares owned by MF Leaders, but disclaims such beneficial ownership.

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

10. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

Remarks:

	MAYFIELD XIV, a Cayman Islands Exempted Limited Partnership, By: MAYFIELD XIV MANAGEMENT (EGP), L.P., its General Partner, By: MAYFIELD XIV MANAGEMENT (UGP), LTD., its General Partner, By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MAYFIELD XIV MANAGEMENT (EGP), L.P., By: MAYFIELD XIV MANAGEMENT (UGP), LTD., its General Partner, By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MAYFIELD XIV MANAGEMENT (UGP), LTD., By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MAYFIELD SELECT, a Cayman Islands Exempted Limited Partnership, By: MAYFIELD SELECT MANAGEMENT (EGP), L.P., its General Partner, By: MAYFIELD SELECT MANAGEMENT (UGP), LTD., its General Partner, By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MAYFIELD SELECT MANAGEMENT (EGP), L.P., By: MAYFIELD SELECT MANAGEMENT (UGP), LTD., its General Partner, By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MAYFIELD SELECT MANAGEMENT (UGP), LTD., By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MF LEADERS H-E, L.P., a Delaware limited partnership, By: MF Leaders Management, L.L.C., its General Partner, By: /s/ Paul Kohli, Authorized Signatory	12/15/2021
	MF Leaders Management, L.L.C., By: /s/ Paul Kohli, Authorized Signatory	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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