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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Solomon Glenn

(Last) (First) (Middle)
C/O GGV CAPITAL
3000 SAND HILL ROAD, SUITE 4-230

(Street)
MENLO PARK CA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2022
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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/07/2022 C 2,098,692 A $0.00(1) 2,098,692 I By GGV Capital V L.P.(2)
Class A Common Stock 09/07/2022 C 77,022 A $0.00(1) 77,022 I By GGV Capital V Entrepreneurs Fund L.P.(3)
Class A Common Stock 09/07/2022 J(4) 2,098,692 D $0.00 0 I By GGV Capital V L.P.(2)
Class A Common Stock 09/07/2022 J(5) 77,022 D $0.00 0 I By GGV Capital V Entrepreneurs Fund L.P.(3)
Class A Common Stock 09/07/2022 J(6) 457,974 A $0.00 457,974 I By GGV Capital V L.L.C.(7)
Class A Common Stock 09/07/2022 J(8) 401,513 D $0.00 56,461 I By GGV Capital V L.L.C.(7)
Class A Common Stock 09/07/2022 J(9) 59,368 A $0.00 59,368 I By Family Trust(10)
Class A Common Stock 09/07/2022 J(9) 5,162 A $0.00 5,162 I By Family Trust(10)
Class A Common Stock 476,666 I By GGV Capital Select L.P.(11)
Class A Common Stock 363 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 09/07/2022 C 2,098,692 (12) (12) Class A Common Stock 2,098,692 (12) 18,888,230 I By GGV Capital V L.P.(2)
Class B Common Stock (1) 09/07/2022 C 77,022 (12) (12) Class A Common Stock 77,022 (12) 693,198 I By GGV Capital V Entrepreneurs Fund L.P.(3)
Class B Common Stock (12) (12) (12) Class A Common Stock 6,277,066 6,277,066 I By GGV Capital Select L.P.(11)
Class B Common Stock (12) (12) (12) Class A Common Stock 864,448 864,448 I By GGV VII Investments, L.L.C.(13)
Class B Common Stock (12) (12) (12) Class A Common Stock 835,632 835,632 I By GGV VII Plus Investments L.L.C.(14)
Explanation of Responses:
1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration at the option of the Reporting Person and had no expiration date.
2. The shares are held of record by GGV Capital V L.P. ("GGV V LP"). As a managing member of GGV Capital V L.L.C. ("GGV V LLC"), the general partner of GGV V LP, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV V LP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.
3. The shares are held of record by GGV Capital V Entrepreneurs Fund L.P. ("GGV Entrepreneurs"). As a managing member of GGV V LLC, the general partner of GGV Entrepreneurs, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Entrepreneurs. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.
4. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV V LP to its general partner and limited partners without additional consideration.
5. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV Entrepreneurs to its limited partners without additional consideration.
6. Represents receipt of shares in the distribution in kind described in footnote (4).
7. The shares are held of record by GGV V LLC. As a managing member of GGV V LLC, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV V LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.
8. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV V LLC to its members without additional consideration.
9. Represents receipt of shares in the distributions in kind described in footnotes (4) and (8).
10. The shares are held of record by a family trust, as a trustee, the Reporting Person may be deemed to have voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
11. The shares are held of record by GGV Capital Select L.P. ("GGV Select LP"). As a managing member of GGV Capital Select L.L.C. ("GGV Select LLC"), the general partner of GGV Select LP, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Select LP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.
12. 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.
13. The shares are held of record by GGV VII Investments, L.L.C. ("GGV VII Investments"). As a managing member of GGV Capital VII L.L.C. ("GGV Capital VII"), the manager of GGV VII Investments, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV VII Investments. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.
14. The shares are held of record by GGV VII Plus Investments, L.L.C. ("GGV Plus Investments"). As a managing member of GGV Capital VII Plus L.L.C. ("GGV Capital VII Plus"), the manager of GGV Plus Investments, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Plus Investments. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein
Remarks:
/s/ Glenn Solomon 09/09/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.