Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-011887
Date:2022-01-31
Issuer: HASHICORP, INC. (HCP)
Original Submission Date:

Reporting Person:

MCJANNET DAVID
C/O HASHICORP, INC.
101 SECOND STREET, SUITE 700 SAN FRANCISCO, CA 94105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2022-03-21 C 18,992 a $0.00 18,992 direct
CLASS A COMMON STOCK 2022-03-21 S 18,992 d $48.06 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2022-01-31 deemed execution date M 77,825 (d) class b common stock 77,825 $0.00 233,475 direct
RESTRICTED STOCK UNITS 0.0 2022-02-01 deemed execution date A 120,968 (a) class a common stock 120,968 $0.00 120,968 direct
RESTRICTED STOCK UNITS 0.0 2022-03-20 deemed execution date M 19,456 (d) class b common stock 19,456 $0.00 214,019 direct
RESTRICTED STOCK UNITS 0.0 2022-03-20 deemed execution date M 19,874 (d) class b common stock 19,874 $0.00 139,126 direct
CLASS B COMMON STOCK 0.0 2022-01-31 deemed execution date M 77,825 (a) class a common stock 77,825 $0.00 149,499 direct
CLASS B COMMON STOCK 0.0 2022-01-31 deemed execution date F 36,430 (d) class a common stock 36,430 $0.00 113,069 direct
CLASS B COMMON STOCK 0.0 2022-03-20 deemed execution date M 39,330 (a) class a common stock 39,330 $0.00 152,399 direct
CLASS B COMMON STOCK 0.0 2022-03-21 deemed execution date C 18,992 (d) class a common stock 18,992 $0.00 133,407 direct
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 1,408,061 $0.00 1,408,061 indirect see footnote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 681,050 $0.00 681,050 indirect see footnote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 681,050 $0.00 681,050 indirect see footnote
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 60,000 $0.00 60,000 indirect see footnote
Footnotes
IDfootnote
f1 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.
f2 the reported shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of restricted stock units, or rsus.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $48.00 to $48.18, 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.
f4 each rsu represents a contingent right to receive one share of issuer class b common stock.
f5 the rsus vested as to 25% on january 31, 2022 and the remaining shares vest in twelve equal quarterly installments beginning on march 20, 2022.
f6 each restricted stock unit, or rsu, represents a contingent right to receive one share of issuer class a common stock.
f7 the rsus vest in sixteen equal quarterly installments beginning on june 20, 2022.
f8 the remaining rsus vest in eleven equal quarterly installments beginning on june 20, 2022.
f9 the rsus vest in seven equal quarterly installments beginning on june 20, 2022.
f10 the reported shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of rsus.
f11 the shares are held of record by a family trust for which the reporting person serves as a trustee..
f12 the shares are held of record by the emerald gst non-exempt trust.
f13 the shares are held of record by the sapphire gst non-exempt trust.
f14 the shares are held of record by an additional family trust.
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