| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
HashiCorp, Inc. (Name of Issuer) |
Class A Common Stock, $0.000015 par value per share (Title of Class of Securities) |
418100103 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 418100103 |
| 1 | Names of Reporting Persons David McJannet | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,820,550.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: HashiCorp, Inc. | |
| (b) | Address of issuer's principal executive
offices: 101 Second Street, Suite 700 San Francisco, CA, 94105 | |
| Item 2. | ||
| (a) | Name of person filing: David McJannet | |
| (b) | Address or principal business office or, if
none, residence: c/o HashiCorp, Inc.
101 Second Street, Suite 700
San Francisco, California 94105 | |
| (c) | Citizenship: United States | |
| (d) | Title of class of securities: Class A Common Stock, $0.000015 par value per share | |
| (e) | CUSIP No.: 418100103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 6,820,550
The amount set forth above includes (i) 465,978 shares of Class A common stock and 143,409 shares of Class B common stock held of record by David McJannet (the "Reporting Person"); (ii) 3,433,638 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2024; (iii) 1,355,425 shares of Class B common stock held of record by a family trust for which the Reporting Person serves as a trustee and (iv) 1,422,100 shares of Class B common stock held of record by held of record by other McJannet family trusts. | |
| (b) | Percent of class: 4.1
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 167,990,208 shares of Class A common stock outstanding (which reflects the sum of (x) 161,635,636 shares of Class A common stock outstanding as of December 2, 2024 and (y) 6,354,572 shares of Class A common stock issuable on conversion of the Reporting Person's Class B common stock). Based on the total of 204,447,369 shares of the Issuer's common stock outstanding as of December 2, 2024 (as reported in the Issuer's Form 10-Q for the quarterly period ended October 31, 2024 filed with the Securities and Exchange Commission on December 5, 2024, and including 42,811,733 shares of Class B common stock), the Reporting Person beneficially owns 3.3% of the Issuer's total outstanding common stock as of December 31, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 4,043,025 | ||
| (ii) Shared power to vote or to direct the
vote: 2,777,525 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 4,043,025 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 2,777,525 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| 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. |
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