Marc Holmes - Dec 13, 2021 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role: Chief Marketing Officer
Signature: /s/ Paul Warensky, by power of attorney
Stock symbol: HCP
Transactions as of: Dec 13, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/15/2021, 07:19 PM
Previous filing: Dec 8, 2021
Next filing: May 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HCP	Common Stock	Other		-138K	-59.3%		95K	Dec 13, 2021	Direct	F1, F2
transaction	HCP	Common Stock	Other		-95K	-100%		0	Dec 13, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HCP	Restricted Stock Units	Other		+138K			138K	Dec 13, 2021	Class B Common Stock	138K		Direct	F1, F3, F4
transaction	HCP	Restricted Stock Units	Other		+95K			95K	Dec 13, 2021	Class A Common Stock	95K		Direct	F4, F5, F6
transaction	HCP	Employee Stock Option (right to buy)	Other		-314K	-100%		0	Dec 13, 2021	Common Stock	314K	$5.32	Direct	F1, F7
transaction	HCP	Employee Stock Option (right to buy)	Other		+314K			314K	Dec 13, 2021	Class B Common Stock	314K	$5.32	Direct	F1, F7
transaction	HCP	Employee Stock Option (right to buy)	Other		-100K	-100%		0	Dec 13, 2021	Common Stock	100K	$5.70	Direct	F1, F8
transaction	HCP	Employee Stock Option (right to buy)	Other		+100K			100K	Dec 13, 2021	Class B Common Stock	100K	$5.70	Direct	F1, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
F2	The shares are represented by restricted stock units, or RSUs.
F3	Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
F4	The RSUs vest as to 25% on January 31, 2022 and the remaining shares vest in twelve equal quarterly installments beginning on March 20, 2022.
F5	Each RSU represents a contingent right to receive one share of Issuer Class A Common Stock.
F6	The RSUs vest as to 50% on December 9, 2023 and the remaining shares vest in eight equal quarterly installments beginning on December 20, 2023.
F7	The shares underlying the option vested as to 25% of the total shares on February 19, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.
F8	The shares underlying the option vested as to 25% of the total shares on February 19, 2020 and the remaining shares vest in 36 equal monthly installments thereafter.