Armon Dadgar - Feb 1, 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
Feb 1, 2024
Transactions value $
-$826,453
Form type
4
Date filed
2/5/2024, 04:15 PM
Previous filing
Jan 23, 2024
Next filing
Feb 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HCP Class A Common Stock Sale -$817K -35.5K -1.93% $23.01 1.81M Feb 2, 2024 See footnote F1, F2, F3
transaction HCP Class A Common Stock Sale -$9.35K -399 -0.02% $23.43 1.8M Feb 2, 2024 See footnote F1, F3, F4
holding HCP Class A Common Stock 119K Feb 1, 2024 Direct
holding HCP Class A Common Stock 282K Feb 1, 2024 See footnote F5
holding HCP Class A Common Stock 90.4K Feb 1, 2024 See footnote F6

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 Award $0 +133K $0.00 133K Feb 1, 2024 Class A Common Stock 133K Direct F7, 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 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 7, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.41 to $23.40, 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 (2) and (4) to this Form 4.
F3 The shares are held of record by the Armon Dadgar 2020 Charitable Trust.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.42 to $23.43, inclusive.
F5 The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.
F6 The shares are held of record by Black Swan III, LLC which the reporting person controls.
F7 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A Common Stock.
F8 The RSUs vest in 16 equal quarterly installments beginning on June 20, 2024.