Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McJannet David

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2025

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)
Class A Common Stock	02/27/2025		D		465,978	D	⁽¹⁾	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)
Restricted Stock Units	⁽²⁾	02/27/2025		D			71,250	⁽³⁾	⁽³⁾	Class A Common Stock	71,250	⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	02/27/2025		D			37,803	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	37,803	⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	02/27/2025		D			255,958	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	255,958	⁽⁵⁾	0	D
Restricted Stock Units	⁽²⁾	02/27/2025		D			269,160	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	269,160	⁽⁶⁾	0	D
Restricted Stock Units	⁽²⁾	02/27/2025		D			285,715	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	285,715	⁽⁷⁾	0	D
Performance-based Restricted Stock Units	⁽⁸⁾	02/27/2025		D			109,127	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	109,127	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$0.12	02/27/2025		D			2,637,638	⁽¹⁰⁾	07/18/2026	Class B Common Stock	2,637,638	$34.88	0	D
Employee Stock Option (right to buy)	$1.03	02/27/2025		D			530,000	⁽¹¹⁾	03/28/2028	Class B Common Stock	530,000	$33.97	0	D
Employee Stock Option (right to buy)	$5.7	02/27/2025		D			266,000	⁽¹²⁾	05/14/2029	Class B Common Stock	266,000	$29.3	0	D
Class B Common Stock	⁽¹³⁾	02/27/2025		D			143,409	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	143,409	⁽¹⁴⁾	0	D
Class B Common Stock	⁽¹³⁾	02/27/2025		D			1,355,425	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	1,355,425	⁽¹⁴⁾	0	I	See footnote⁽¹⁵⁾
Class B Common Stock	⁽¹³⁾	02/27/2025		D			516,550	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	516,550	⁽¹⁴⁾	0	I	See footnote⁽¹⁶⁾
Class B Common Stock	⁽¹³⁾	02/27/2025		D			164,500	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	164,500	⁽¹⁴⁾	0	I	See footnote⁽¹⁷⁾
Class B Common Stock	⁽¹³⁾	02/27/2025		D			516,550	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	516,550	⁽¹⁴⁾	0	I	See footnote⁽¹⁸⁾
Class B Common Stock	⁽¹³⁾	02/27/2025		D			164,500	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	164,500	⁽¹⁴⁾	0	I	See footnote⁽¹⁹⁾
Class B Common Stock	⁽¹³⁾	02/27/2025		D			60,000	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	60,000	⁽¹⁴⁾	0	I	See footnote⁽²⁰⁾

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated April 24, 2024, between the Issuer, International Business Machines Corporation and McCloud Merger Sub, Inc., (the "Merger Agreement"), each share of Issuer Class A common stock was canceled and converted into the right to receive $35.00 per share in cash (the "Merger Consideration" or the "Per Share Price"), without interest and subject to applicable withholding taxes.

2. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock.

3. The remaining RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 9,690 shares of IBM common stock.

4. The remaining RSUs vest in five equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 5,141 shares of IBM common stock.

5. The remaining RSUs vest in nine equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 34,810 shares of IBM common stock.

6. The remaining RSUs vest in 13 equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 36,605 shares of IBM common stock.

7. The RSUs vest in 16 equal quarterly installments beginning on June 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 38,857 shares of IBM common stock.

8. Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A common stock.

9. One-third of the PSUs vest on March 20, 2025 and the remaining PSUs vest in eight equal quarterly installments. Pursuant to the Merger Agreement, each outstanding PSU was assumed by IBM and converted into restricted stock units for 14,841 shares of IBM common stock.

10. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $92,003,451.07, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.

11. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $18,004,100.00, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.

12. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $7,795,130.00, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.

13. 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.

14. Pursuant to the Merger Agreement, each share of Issuer Class B common stock was canceled and converted into the right to receive the Per Share Price, without interest and subject to applicable withholding taxes.

15. The shares are held of record by a family trust for which the reporting person serves as a trustee.

16. The shares are held of record by the Emerald GST Non-Exempt Trust.

17. The shares are held of record by the Emerald GST Exempt Trust.

18. The shares are held of record by the Sapphire GST Non-Exempt Trust.

19. The shares are held of record by the Sapphire GST Exempt Trust.

20. The shares are held of record by an additional family trust.

	/s/ Paul Warenski, by power of attorney	03/03/2025
	** 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).
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