Ledger Susan St. - 27 Feb 2025 Form 4 Insider Report for HashiCorp, Inc.

Reporting relationship: President, Worldwide Field Ops, Director
Issuer ticker: N/A
Reported as of: 27 Feb 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 03 Mar 2025, 20:40:33 UTC
Prior SEC filing: 27 Feb 2025
Next SEC filing: 11 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ Paul Warenski, by power of attorney

Key filing fact

Ledger Susan St. filed Form 4 for HashiCorp, Inc. on 03 Mar 2025.

Key facts

This page summarizes Ledger Susan St.'s Form 4 filing for HashiCorp, Inc..
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 03 Mar 2025, 20:40.

Change

Previous filing in this sequence was filed on 27 Feb 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HCP transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -189,375
Change %: -100%
Price
Shares after: 0
Date: 27 Feb 2025
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

HCP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -262,423
Change %: -100%
Price
Shares after: 0
Date: 27 Feb 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 262,423
Exercise price
Footnotes: F2, F3

HCP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -200,000
Change %: -100%
Price
Shares after: 0
Date: 27 Feb 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 200,000
Exercise price
Footnotes: F2, F4

HCP transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
Shares: -106,800
Change %: -100%
Price
Shares after: 0
Date: 27 Feb 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 106,800
Exercise price
Footnotes: F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Ledger Susan St. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger dated April 24, 2024, between the Issuer, International Business Machines Corporation and McCloud Merger Sub, Inc., (the "Merger Agreement"), each share of Issuer Class A common stock was canceled and converted into the right to receive $35.00 per share in cash (the "Merger Consideration" or the "Per Share Price"), without interest and subject to applicable withholding taxes.

Footnote F2

Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock.

Footnote F3

The remaining RSUs vest in six equal quarterly installments beginning on March 20, 2025. Pursuant to the terms of the Reporting Person's RSU agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A common stock covered by the RSUs.

Footnote F4

Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 27,200 shares of IBM common stock.

Footnote F5

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.

Footnote F6

Pursuant to the Merger Agreement, each share of Issuer Class B common stock was canceled and converted into the right to receive the Per Share Price, without interest and subject to applicable withholding taxes.