Glenn Solomon Form 4 HashiCorp / Glenn Solomon ownership change

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^*

Solomon Glenn

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 230

(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)

X	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)

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		C		19,853,608	A	⁽¹⁾⁽²⁾⁽³⁾	20,986,922	I	See footnote⁽⁴⁾
Common Stock	12/13/2021		C		4,142,666	A	⁽³⁾⁽⁵⁾	6,277,066	I	See footnote⁽⁶⁾
Common Stock	12/13/2021		C		728,630	A	⁽¹⁾⁽²⁾⁽³⁾	770,220	I	See footnote⁽⁷⁾
Common Stock	12/13/2021		C		864,448	A	⁽⁸⁾	864,448	I	See footnote⁽⁹⁾
Common Stock	12/13/2021		C		259,334	A	⁽⁸⁾	835,632	I	See footnote⁽¹⁰⁾
Common Stock	12/13/2021		J⁽¹¹⁾		20,986,922	D	⁽¹¹⁾	0	I	See footnote⁽⁴⁾
Common Stock	12/13/2021		J⁽¹¹⁾		6,277,066	D	⁽¹¹⁾	0	I	See footnote⁽⁶⁾
Common Stock	12/13/2021		J⁽¹¹⁾		770,220	D	⁽¹¹⁾	0	I	See footnote⁽⁷⁾
Common Stock	12/13/2021		J⁽¹¹⁾		864,448	D	⁽¹¹⁾	0	I	See footnote⁽⁹⁾
Common Stock	12/13/2021		J⁽¹¹⁾		835,632	D	⁽¹¹⁾	0	I	See footnote⁽¹⁰⁾

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 Stock Preferred	⁽¹⁾	12/13/2021		C			2,285,216	⁽¹⁾	⁽¹⁾	Common Stock	2,285,216	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series B Convertible Stock Preferred	⁽²⁾	12/13/2021		C			15,223,956	⁽²⁾	⁽²⁾	Common Stock	15,223,956	⁽²⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Stock Preferred	⁽³⁾	12/13/2021		C			2,344,436	⁽³⁾	⁽³⁾	Common Stock	2,344,436	⁽³⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Stock Preferred	⁽³⁾	12/13/2021		C			2,067,482	⁽³⁾	⁽³⁾	Common Stock	2,067,482	⁽³⁾	0	I	See footnote⁽⁶⁾
Series D Convertible Stock Preferred	⁽⁵⁾	12/13/2021		C			2,075,184	⁽⁵⁾	⁽⁵⁾	Common Stock	2,075,184	⁽⁵⁾	0	I	See footnote⁽⁶⁾
Series A Convertible Stock Preferred	⁽¹⁾	12/13/2021		C			83,870	⁽¹⁾	⁽¹⁾	Common Stock	83,870	⁽¹⁾	0	I	See footnote⁽⁷⁾
Series B Convertible Stock Preferred	⁽²⁾	12/13/2021		C			558,720	⁽²⁾	⁽²⁾	Common Stock	558,720	⁽²⁾	0	I	See footnote⁽⁷⁾
Series C Convertible Stock Preferred	⁽³⁾	12/13/2021		C			86,040	⁽³⁾	⁽³⁾	Common Stock	86,040	⁽³⁾	0	I	See footnote⁽⁷⁾
Series E Convertible Stock Preferred	⁽⁸⁾	12/13/2021		C			864,448	⁽⁸⁾	⁽⁸⁾	Common Stock	864,448	⁽⁸⁾	0	I	See footnote⁽⁹⁾
Series E Convertible Stock Preferred	⁽⁸⁾	12/13/2021		C			259,334	⁽⁸⁾	⁽⁸⁾	Common Stock	259,334	⁽⁸⁾	0	I	See footnote⁽¹⁰⁾
Class B Common Stock	⁽¹²⁾	12/13/2021		J⁽¹¹⁾		20,986,922		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	20,986,922	⁽¹¹⁾	20,986,922	I	See footnote⁽⁴⁾
Class B Common Stock	⁽¹²⁾	12/13/2021		J⁽¹¹⁾		6,277,066		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	6,277,066	⁽¹¹⁾	6,277,066	I	See footnote⁽⁶⁾
Class B Common Stock	⁽¹²⁾	12/13/2021		J⁽¹¹⁾		770,220		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	770,220	⁽¹¹⁾	770,220	I	See footnote⁽⁷⁾
Class B Common Stock	⁽¹²⁾	12/13/2021		J⁽¹¹⁾		864,448		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	864,448	⁽¹¹⁾	864,448	I	See footnote⁽⁹⁾
Class B Common Stock	⁽¹²⁾	12/13/2021		J⁽¹¹⁾		835,632		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	835,632	⁽¹¹⁾	835,632	I	See footnote⁽¹⁰⁾

Explanation of Responses:

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

4. 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.

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

6. 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.

7. 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.

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

9. 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.

10. 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.

11. 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.

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.

Remarks:

	/s/ Paul Warenski, 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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Glenn Solomon Form 4HashiCorp / Glenn Solomon ownership change