David McJannet Form 4 HashiCorp / David McJannet 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^*

McJannet David

(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	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2021

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)
Class A Common Stock	12/20/2022		M		7,560	A	⁽¹⁾	57,559⁽²⁾	D
Class A Common Stock	12/21/2022		C		39,333	A	⁽³⁾	96,892	D
Class A Common Stock	12/21/2022		S⁽⁴⁾		18,924	D	$26.8474⁽⁵⁾	77,968	D
Class A Common Stock	12/21/2022		S⁽⁴⁾		4,200	D	$27.5788⁽⁶⁾	73,768	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)
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	⁽⁷⁾	12/20/2021		M			19,876	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	19,876	$0.00	81,676	D
Class B Common Stock	⁽³⁾	12/20/2021		M		19,876		⁽³⁾	⁽³⁾	Class A Common Stock	19,876	$0.00	91,550	D
Class B Common Stock	⁽³⁾	12/20/2021		F			9,874⁽⁹⁾	⁽³⁾	⁽³⁾	Class A Common Stock	9,874	$0.00	81,676	D
Restricted Stock Units	⁽¹⁾	12/20/2022		M			7,560	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	7,560	$0.00	98,287	D
Restricted Stock Units	⁽¹¹⁾	12/20/2022		M			19,457	⁽¹²⁾	⁽¹²⁾	Class B Common Stock	19,457	$0.00	155,650	D
Restricted Stock Units	⁽¹¹⁾	12/20/2022		M			19,876	⁽¹³⁾	⁽¹³⁾	Class B Common Stock	19,876	$0.00	79,500	D
Class B Common Stock	⁽³⁾	12/20/2022		M		39,333		⁽³⁾	⁽³⁾	Class A Common Stock	39,333	$0.00	182,742	D
Class B Common Stock	⁽³⁾	12/20/2022		C			39,333	⁽³⁾	⁽³⁾	Class A Common Stock	39,333	$0.00	143,409	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,355,425		1,355,425	I	See footnote⁽¹⁴⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	681,050		681,050	I	See footnote⁽¹⁵⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	681,050		681,050	I	See footnote⁽¹⁶⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	60,000		60,000	I	See footnote⁽¹⁷⁾

Explanation of Responses:

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

2. Includes 496 shares of Class A Common Stock acquired under the Issuer's Employee Stock Purchase Plan on December 15, 2022.

3. 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.

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

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.37 to $27.35, 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 within the ranges set forth in footnotes (5) and (6) to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.38 to $27.83, inclusive.

7. Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.(8) The remaining RSUs vest in eight equal quarterly installments beginning on March 20, 2022.

8. The remaining RSUs vest in eight equal quarterly installments beginning on March 20, 2022.

9. The reported shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.

10. The remaining RSUs vest in thirteen equal quarterly installments beginning on March 20, 2023.

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

12. The remaining RSUs vest in eight equal quarterly installments beginning on March 20, 2023.

13. The remaining RSUs vest in four equal quarterly installments beginning on March 20, 2023.

14. The shares are held of record by a family trust for which the reporting person serves as a trustee. The amounts reported in Columns 7 and 9 reflect a decrease of 9,940 shares of Class B Common Stock due to an administrative error on the Form 4 filed on May 16, 2022 and which were reflected in subsequent reports filed through September 22, 2022.

15. The shares are held of record by the Emerald GST Non-Exempt Trust.

16. The shares are held of record by the Sapphire GST Non-Exempt Trust.

17. The shares are held of record by an additional family trust.

Remarks:

	/s/ Paul Warenski, by power of attorney	12/22/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

David McJannet Form 4HashiCorp / David McJannet ownership change