Navam Welihinda Form 4 HashiCorp / Navam Welihinda 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^*

Welihinda Navam

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2024

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	09/20/2024		M		28,159	A	(1)	116,481	D
Class A Common Stock	09/20/2024		C		7,569	A	(2)	124,050	D
Class A Common Stock	09/20/2024		S(3)		18,167	D	$33.8401(4)	105,883	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
Restricted Stock Units	(1)	09/20/2024		M			5,937	(5)	(5)	Class A Common Stock	5,937	$0	29,688	D
Restricted Stock Units	(1)	09/20/2024		M			3,360	(6)	(6)	Class A Common Stock	3,360	$0	20,162	D
Restricted Stock Units	(1)	09/20/2024		M			8,510	(7)	(7)	Class A Common Stock	8,510	$0	85,095	D
Restricted Stock Units	(1)	09/20/2024		M			10,352	(8)	(8)	Class A Common Stock	10,352	$0	144,933	D
Restricted Stock Units	(9)	09/20/2024		M			7,569	(10)	(10)	Class B Common Stock	7,569	$0	7,569	D
Class B Common Stock	(2)	09/20/2024		M		7,569		(2)	(2)	Class A Common Stock	7,569	$0	58,760	D
Class B Common Stock	(2)	09/20/2024		C			7,569	(2)	(2)	Class A Common Stock	7,569	$0	51,191	D

Explanation of Responses:

1. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Class A Common Stock.

2. 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.

3. The reported shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of RSUs.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.75 to $33.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

5. The remaining RSUs vest in five equal quarterly installments beginning on December 20, 2024.

6. The remaining RSUs vest in six equal quarterly installments beginning on December 20, 2024.

7. The remaining RSUs vest in 10 equal quarterly installments beginning on December 20, 2024.

8. The RSUs vest in 14 equal quarterly installments beginning on December 20, 2024.

9. Each RSU represents a contingent right to receive one share of Class B Common Stock.

10. The remaining RSUs vest on December 20, 2024.

Remarks:

Effective September 23, 2024, the reporting person resigned as the Chief Financial Officer of the Company.

	/s/ Paul Warenski, by power of attorney	09/23/2024
	** Signature of Reporting Person	Date
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