| Accession Number: | 0001209191-22-049090 |
| Date: | 2022-09-06 |
| Issuer: | HASHICORP, INC. (HCP) |
| Original Submission Date: |
DADGAR ARMON
C/O HASHICORP, INC.
101 SECOND STREET, SUITE 700
SAN FRANCISCO, CA 94105
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCK | 2022-09-06 | C | 17,909 | a | $0.00 | 29,459 | direct | ||
| CLASS A COMMON STOCK | 2022-09-06 | S | 10,546 | d | $28.83 | 18,913 | direct | ||
| CLASS A COMMON STOCK | 2022-09-06 | S | 7,263 | d | $29.55 | 11,650 | direct | ||
| CLASS A COMMON STOCK | 2022-09-06 | S | 100 | d | $30.37 | 11,550 | direct |
| 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 Exercisable | Expiration 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CLASS B COMMON STOCK | 0.0 | 2022-09-06 | deemed execution date | C | 17,909 (d) | class a common stock 17,909 | $0.00 | 62,771 | direct | |||
| CLASS B COMMON STOCK | 0.0 | deemed execution date | 0 ( ) | class a common stock 15,200,000 | $0.00 | 15,200,000 | indirect | see footnote | ||||
| CLASS B COMMON STOCK | 0.0 | deemed execution date | 0 ( ) | class a common stock 2,339,030 | $0.00 | 2,339,030 | indirect | see footnote | ||||
| CLASS B COMMON STOCK | 0.0 | deemed execution date | 0 ( ) | class a common stock 709,288 | $0.00 | 709,288 | indirect | see footnote |
| ID | footnote |
|---|---|
| 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 sale reported in this form 4 was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on january 21, 2022. |
| f3 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $28.20 to $29.19, 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 (3) and (4) to this form 4. |
| f4 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $29.21 to $30.18, inclusive. |
| f5 | the shares are held of record by the armon dadgar 2020 charitable trust. |
| f6 | the shares are held of record by the armon memaran-dadgar living trust for which the reporting person serves as trustee. |
| f7 | the shares are held of record by black swan iii, llc which the reporting person controls. |
