Filing Details
- Accession Number:
- 0000899243-23-016299
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-06-22 20:16:09
- Reporting Period:
- 2023-06-20
- Accepted Time:
- 2023-06-22 20:16:09
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1720671 | Hashicorp Inc. | HCP | Services-Computer Programming Services (7371) | 320410665 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1894717 | Armon Dadgar | C/O Hashicorp, Inc. 101 Second Street, Suite 700 San Francisco CA 94105 | Chief Technology Officer | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2023-06-20 | 11,897 | $0.00 | 33,715 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2023-06-21 | 14,614 | $0.00 | 48,329 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2023-06-21 | 8,856 | $26.49 | 39,473 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-06-22 | 4,023 | $26.36 | 35,450 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-06-22 | 8,353 | $26.96 | 27,097 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Units | Disposition | 2023-06-20 | 2,940 | $0.00 | 2,940 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Disposition | 2023-06-20 | 8,957 | $0.00 | 8,957 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Disposition | 2023-06-20 | 6,488 | $0.00 | 6,488 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Disposition | 2023-06-20 | 8,126 | $0.00 | 8,126 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2023-06-20 | 14,614 | $0.00 | 14,614 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-06-21 | 14,614 | $0.00 | 14,614 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 32,343 | No | 4 | M | Direct | ||
| 134,361 | No | 4 | M | Direct | ||
| 38,925 | No | 4 | M | Direct | ||
| 16,250 | No | 4 | M | Direct | ||
| 495,530 | No | 4 | M | Direct | ||
| 480,916 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 1,520,000 | Indirect | See footnote |
| Class A Common Stock | 281,994 | Indirect | See footnote |
| Class A Common Stock | 70,000 | Indirect | See footnote |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 13,262,000 | 13,262,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 2,057,036 | 2,057,036 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 621,768 | 621,768 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 13,262,000 | 13,262,000 | Indirect | |
| 2,057,036 | 2,057,036 | Indirect | |
| 621,768 | 621,768 | Indirect |
Footnotes
- Each restricted stock unit, or RSU, represents a contingent right to receive one share of Class A Common Stock.
- Excludes an aggregate of 851 shares of Class A Common Stock which were previously reported as acquired under the Issuer's employee stock purchase plan (the "ESPP") on June 15, 2022 and December 15, 2022. The reporting person did not participate in the ESPP in 2022.
- 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.
- The reported shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of RSUs.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.26 to $26.675, 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), (7) and (8) to this Form 4.
- The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 30, 2022.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.73 to $26.71, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.73 to $27.12, inclusive.
- The shares are held of record by the Armon Dadgar 2020 Charitable Trust.
- The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.
- The shares are held of record by Black Swan III, LLC which the reporting person controls.
- The remaining RSUs vest in eleven equal quarterly installments beginning on September 20, 2023.
- The remaining RSUs vest in fifteen equal quarterly installments beginning on September 20, 2023.
- Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
- The remaining RSUs vest in six equal quarterly installments beginning on September 20, 2023.
- The remaining RSUs vest in two quarterly installments beginning on September 20, 2023.
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