HashiCorp (HCP) 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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X

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 HASHICORP, INC.

101 SECOND STREET, SUITE 700

(Street)

SAN FRANCISCO CA 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	X	10% Owner
	Officer (give title below)		Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/27/2025		D		8,862	D	(1)	0	D
Class A Common Stock	02/27/2025		D		174,152	D	(1)	0	I	By GGV Capital V L.L.C(2)
Class A Common Stock	02/27/2025		D		384,587(3)	D	(1)	0	I	By Family Trust(4)
Class A Common Stock	02/27/2025		D		32,629	D	(1)	0	I	By Family Trust(4)
Class A Common Stock	02/27/2025		D		476,666	D	(1)	0	I	By GGV Capital Select L.P.(5)
Class A Common Stock	02/27/2025		D		8,172	D	(1)	0	I	By GGV Capital LLC(6)

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
Restricted Stock Units	(7)	02/27/2025		D			5,571	(8)	(8)	Class A Common Stock	5,571	(8)	0	D
Restricted Stock Units	(7)	02/27/2025		D			1,372	(9)	(9)	Class A Common Stock	1,372	(9)	0	D
Class B Common Stock	(10)	02/27/2025		D			9,444,116	(10)	(10)	Class A Common Stock	9,444,116	(11)	0	I	By GGV V LP(12)
Class B Common Stock	(10)	02/27/2025		D			6,277,066	(10)	(10)	Class A Common Stock	6,277,066	(11)	0	I	By GGV Capital Select L.P.(5)
Class B Common Stock	(10)	02/27/2025		D			864,448	(10)	(10)	Class A Common Stock	864,448	(11)	0	I	By GGV VII Investments L.L.C.(13)
Class B Common Stock	(10)	02/27/2025		D			835,632	(10)	(10)	Class A Common Stock	835,632	(11)	0	I	By GGV VII Plus Investments L.L.C.(14)
Class B Common Stock	(10)	02/27/2025		D			346,599	(10)	(10)	Class A Common Stock	346,599	(11)	0	I	By GGV Capital V Entrepreneurs Fund L.P.(15)

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. The shares are held of record by GGV Capital V L.L.C. ("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.

3. Includes 9,298 shares received pursuant to a distribution in kind by a fund unaffiliated with the Reporting Person, which transaction was exempt from reporting pursuant to Rule 16a-9 under the Securities Exchange Act.

4. 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.

5. 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.

6. The shares are held of record by GGV Capital LLC. As a managing member of GGV LLC, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Capital LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

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

8. The RSUs vest on the earlier of (i) June 25, 2025 or (ii) the date of the Issuer's next annual meeting of stockholders. Pursuant to the Merger Agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A common stock covered by the RSUs.

9. The RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A common stock covered by the RSUs.

10. 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.

11. 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.

12. The shares are held of record by GGV Capital V L.P. (GGV V LP). As a managing member of 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.

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.

15. 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.

	/s/ Paul Warenski, by power of attorney	03/03/2025
	** Signature of Reporting Person	Date
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