Sec Form 3 Filing - Solomon Glenn @ HashiCorp, Inc. - 2021-12-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Solomon Glenn 2. Issuer Name and Ticker or Trading Symbol HashiCorp, Inc. [ HCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 4, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock( 1 ) 2,134,400 I See footnote( 2 ) Common Stock( 1 ) 1,133,314 I See footnote( 3 ) Common Stock( 1 ) 41,590 I See footnote( 4 ) Common Stock( 1 ) 576,298 I See footnote( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock( 1 ) 2,285,216 I See footnote( 3 ) Series A Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock( 1 ) 83,870 I See footnote( 4 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock( 1 ) 15,223,956 I See footnote( 3 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock( 1 ) 558,720 I See footnote( 4 ) Series C Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 2,067,482 I See footnote( 2 ) Series C Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 2,344,436 I See footnote( 3 ) Series C Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 86,040 I See footnote( 4 ) Series D Convertible Preferred Stock ( 9 ) ( 9 ) ( 8 ) Common Stock( 1 ) 2,075,184 I See footnote( 2 ) Series E Convertible Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock( 1 ) 864,448 I See footnote( 11 ) Series E Convertible Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock( 1 ) 259,334 I See footnote( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Solomon Glenn 3000 SAND HILL ROAD BUILDING 4, SUITE 230 MENLO PARK, CA94025 X X Signatures /s/ Paul Warenski, by power of attorney 12/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock. ( 2 )The shares are held of record by GGV Capital Select L.P. (GGV Select LP). As a managing member of GGV Capital Select L.L.C. (GGV Select LLC), the General Partner of GGV Select LP, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV Select LP. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. ( 3 )The shares are held of record by GGV Capital V L.P. (GGV V LP). As a managing member of GGV Capital V L.L.C. (GGV V LLC), the General Partner of GGV V LP, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV V LP. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. ( 4 )The shares are held of record by GGV Capital V Entrepreneurs Fund L.P. (GGV Entrepreneurs). As a managing member of GGV V LLC, the General Partner of GGV Entrepreneurs, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV Entrepreneurs. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. ( 5 )The shares are held of record by GGV VII Plus Investments, L.L.C. (GGV Plus Investments). As a managing member of GGV Capital VII Plus L.L.C. (GGV Capital VII Plus), the Manager of GGV Plus Investments, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV Plus Investments. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. ( 6 )Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. ( 7 )Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. ( 8 )Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. ( 9 )Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. ( 10 )Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. ( 11 )The shares are held of record by GGV VII Investments, L.L.C. (GGV VII Investments). As a managing member of GGV Capital VII L.L.C. (GGV Capital VII), the Manager of GGV VII Investments, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV VII Investments. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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