Armon Dadgar Form 4 HashiCorp / Armon Dadgar 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^*

Dadgar Armon

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

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		31,348	D	⁽¹⁾	0	D
Class A Common Stock	02/27/2025		D		1,520,000	D	⁽¹⁾	0	I	See footnote⁽²⁾
Class A Common Stock	02/27/2025		D		282,617	D	⁽¹⁾	0	I	See footnote⁽³⁾
Class A Common Stock	02/27/2025		D		90,440	D	⁽¹⁾	0	I	See footnote⁽⁴⁾

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	⁽⁵⁾	02/27/2025		D			71,250	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	71,250	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁵⁾	02/27/2025		D			14,702	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	14,702	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁵⁾	02/27/2025		D			80,617	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	80,617	⁽⁸⁾	0	D
Restricted Stock Units	⁽⁵⁾	02/27/2025		D			107,664	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	107,664	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁵⁾	02/27/2025		D			142,858	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	142,858	⁽¹⁰⁾	0	D
Performance-based Restricted Stock Units	⁽¹¹⁾	02/27/2025		D			43,652	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	43,652	⁽¹²⁾	0	D
Employee Stock Option	$1.03	02/27/2025		D			209,792	⁽¹³⁾	03/28/2028	Class B Common Stock	209,792	$33.97	0	D
Employee Stock Option	$5.7	02/27/2025		D			105,292	⁽¹⁴⁾	05/14/2029	Class B Common Stock	105,292	$29.3	0	D
Class B Common Stock	⁽¹⁵⁾	02/27/2025		D			480,916	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	480,916	⁽¹⁶⁾	0	D
Class B Common Stock	⁽¹⁵⁾	02/27/2025		D			12,051,662	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	12,051,662	⁽¹⁶⁾	0	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁵⁾	02/27/2025		D			2,057,036	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	2,057,036	⁽¹⁶⁾	0	I	See footnote⁽³⁾
Class B Common Stock	⁽¹⁵⁾	02/27/2025		D			601,328	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	601,328	⁽¹⁶⁾	0	I	See footnote⁽⁴⁾

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 the Armon Dadgar 2020 Charitable Trust.

3. The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.

4. The shares are held of record by Black Swan III, LLC which the reporting person controls.

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

6. 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.

7. 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 1,999 shares of IBM common stock.

8. 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 10,963 shares of IBM common stock.

9. 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 14,642 shares of IBM common stock.

10. 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 19,428 shares of IBM common stock.

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

12. 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 5,936 shares of IBM common stock.

13. 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 $7,126,634.24, 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.

14. 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 $3,085,582.06, 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.

15. 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.

16. 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.

	/s/ Paul Warenski, by power of attorney	03/03/2025
	** Signature of Reporting Person	Date
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Armon Dadgar Form 4HashiCorp / Armon Dadgar ownership change