David McJannet - Dec 5, 2023 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
CEO & Chairman, Director
Signature
/s/ Paul Warenski, by power of attorney
Stock symbol
HCP
Transactions as of
Dec 5, 2023
Transactions value $
-$5,002,880
Form type
4
Date filed
12/7/2023, 06:01 PM
Previous filing
Sep 22, 2023
Next filing
Dec 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HCP Class A Common Stock Conversion of derivative security +200K +113.53% 376K Dec 5, 2023 Direct F1
transaction HCP Class A Common Stock Sale -$5M -200K -53.17% $25.01 176K Dec 5, 2023 Direct F2, F3

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 Employee Stock Option (right to buy) Options Exercise $0 -200K -7.05% $0.00 2.64M Dec 5, 2023 Class B Common Stock 200K $0.12 Direct F4
transaction HCP Class B Common Stock Options Exercise $0 +200K +139.46% $0.00 343K Dec 5, 2023 Class A Common Stock 200K Direct F1
transaction HCP Class B Common Stock Conversion of derivative security $0 -200K -58.24% $0.00 143K Dec 5, 2023 Class A Common Stock 200K Direct F1
holding HCP Class B Common Stock 1.36M Dec 5, 2023 Class A Common Stock 1.36M See footnote F1, F5
holding HCP Class B Common Stock 681K Dec 5, 2023 Class A Common Stock 681K See footnote F1, F6
holding HCP Class B Common Stock 681K Dec 5, 2023 Class A Common Stock 681K See footnote F1, F7
holding HCP Class B Common Stock 60K Dec 5, 2023 Class A Common Stock 60K See footnote F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 July 11, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.09, 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 The shares underlying the option are fully vested and immediately exercisable.
F5 The shares are held of record by a family trust for which the reporting person serves as a trustee.
F6 The shares are held of record by the Emerald GST Non-Exempt Trust.
F7 The shares are held of record by the Sapphire GST Non-Exempt Trust.
F8 The shares are held of record by an additional family trust.