SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)*

 

 

HASHICORP, INC.

(Name of Issuer)

Class A Common Stock, $0.000015 par value per share

(Title of Class of Securities)

418100 103

(CUSIP Number)

December 31, 2021

(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)

 

 

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).

 

 

 


CUSIP No. 418100 103   Page 2

 

  1    

  NAME OF REPORTING PERSON:

 

  Mitchell Hashimoto

 

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY:

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

  SOLE VOTING POWER

 

  674,247 (1)

   6  

  SHARED VOTING POWER

 

  14,373,130 (2)

   7  

  SOLE DISPOSITIVE POWER

 

  674,247 (1)

   8  

  SHARED DISPOSITIVE POWER

 

  14,373,130 (2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  15,047,377(1)(2)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

  33.3%(3)

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

  IN

 

(1)

Consists of (i) 34,713 shares of Class B common stock held of record by Mitchell Hashimoto (the “Reporting Person”); (ii) 613,584 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2021 and (iii) 25,950 shares of Class B common stock issuable upon vesting of RSUs within 60 days of December 31, 2021.

(2)

Consists of (i) 14,123,130 shares of Class B common stock held of record by the 2018 Mitchell Hashimoto Separate Property Trust dated 10-30-18 for which Mr. Hashimoto serves as trustee and (ii) 250,000 shares of Class B common stock held of record by the Hashimoto Irrevocable Trust.

(3)

The Percent of Class assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock, resulting in a total of 45,131,436 shares of Class A Common Stock outstanding (which reflects the sum of (x) 30,084,059 shares of Class A Common Stock outstanding as of December 31, 2021 and (y) 15,047,377 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class B Common Stock). Based on the total of 181,051,430 shares of the Issuer’s Common Stock (including 150,967,371 shares of Class B Common Stock) outstanding as of December 31, 2021, the Reporting Person beneficially owns 8.3% of the Issuer’s total outstanding Common Stock as of December 31, 2021.


Item 1

 

  (a)

Name of Issuer:

HashiCorp, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices:

101 Second Street, Suite 700

San Francisco, California 94105

 

Item 2

 

  (a)

Names of Person Filing:

Mitchell Hashimoto

 

  (b)

Address or principal business office or, if none, residence:

The address for the principal business office of Mr. Hashimoto is:

c/o HashiCorp, Inc.

101 Second Street, Suite 700

San Francisco, California 94105

 

  (c)

Citizenship:

United States

 

  (d)

Title and Class of Securities:

Class A common stock, par value $0.000015 per share.

 

  (e)

CUSIP No.:

418100 103

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership

 

  (a)

Amount beneficially owned: 15,047,377 (1)(2)

 

  (b)

Percent of class: 33.3% (3)

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to direct the vote: 674,247 (1)

 

  (ii)

Shared power to direct the vote: 14,373,130 (2)

 

  (iii)

Sole power to dispose or to direct the disposition of: 674,247 (1)


  (iv)

Shared power to dispose or to direct the disposition of: 14,373,130 (2)

 

(1)

Consists of (i) 34,713 shares of Class B common stock held of record by the Reporting Person; (ii) 613,584 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2021 and (iii) 25,950 shares of Class B common stock issuable upon vesting of RSUs within 60 days of December 31, 2021.

(2)

Consists of (i) 14,123,130 shares of Class B common stock held of record by the 2018 Mitchell Hashimoto Separate Property Trust dated 10-30-18 for which Mr. Hashimoto serves as trustee and (ii) 250,000 shares of Class B common stock held of record by the Hashimoto Irrevocable Trust.

(3) 

The Percent of Class assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock, resulting in a total of 45,131,436 shares of Class A Common Stock outstanding (which reflects the sum of (x) 30,084,059 shares of Class A Common Stock outstanding as of December 31, 2021 and (y) 15,047,377 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class B Common Stock). Based on the total of 181,051,430 shares of the Issuer’s Common Stock (including 150,967,371 shares of Class B Common Stock) outstanding as of December 31, 2021, the Reporting Person beneficially owns 8.3% of the Issuer’s total outstanding Common Stock as of December 31, 2021.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

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.

Certifications

Not applicable.


SIGNATURE

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 14, 2022

 

/s/ Mitchell Hashimoto

Mitchell Hashimoto
EX-99

Exhibit 99

POWER OF ATTORNEY

The undersigned, as a Section 13 reporting person of HashiCorp, Inc. (the “Company”), hereby constitutes and appoints Paul Warenski, Jeff Schmidt, and Werner Schwock, the undersigned’s true and lawful attorneys-in-fact to:

 

  1.

complete and execute Schedule 13D, Schedule 13G and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

 

  2.

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Section 13 or Section 16 filings with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this day, Feb.10, 2022.

 

Signature:  

/s/ Mitchell Hashimoto

Print Name:  

Mitchell Hashimoto