Armon Dadgar - Jan 2, 2024 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
Chief Technology Officer, Director, 10%+ Owner
Signature
/s/ Paul Warenski, by power of attorney
Stock symbol
HCP
Transactions as of
Jan 2, 2024
Transactions value $
-$822,180
Form type
4
Date filed
1/4/2024, 04:27 PM
Previous filing
Dec 27, 2023
Next filing
Jan 23, 2024

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 +35.9K +2.37% 1.55M Jan 2, 2024 See footnote F1, F2, F3
transaction HCP Class A Common Stock Sale -$822K -35.9K -2.31% $22.90 1.52M Jan 2, 2024 See footnote F3, F4, F5
holding HCP Class A Common Stock 119K Jan 2, 2024 Direct
holding HCP Class A Common Stock 90.4K Jan 2, 2024 See footnote F6
holding HCP Class A Common Stock 282K Jan 2, 2024 See footnote F7

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 Class B Common Stock Conversion of derivative security $0 -35.9K -0.28% $0.00 12.8M Jan 2, 2024 Class A Common Stock 35.9K See footnote F2, F3
holding HCP Class B Common Stock 481K Jan 2, 2024 Class A Common Stock 481K Direct F2
holding HCP Class B Common Stock 2.06M Jan 2, 2024 Class A Common Stock 2.06M See footnote F2, F8
holding HCP Class B Common Stock 601K Jan 2, 2024 Class A Common Stock 601K See footnote F2, F6
* 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 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 21, 2023.
F2 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.
F3 The shares are held of record by the Armon Dadgar 2020 Charitable Trust.
F4 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 6, 2022.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.69 to $23.30, 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.
F6 The shares are held of record by Black Swan III, LLC which the reporting person controls.
F7 The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.
F8 The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.