Sec Form 4 Filing - Welihinda Navam @ HashiCorp, Inc. - 2022-12-20

FORM 4 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 Welihinda Navam 2. Issuer Name and Ticker or Trading Symbol HashiCorp, Inc. [ HCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O HASHICORP, INC., 101 SECOND STREET, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2022 (Street) SAN FRANCISCO, CA94105 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 Class A Common Stock 12/20/2022 M 3,360 A 11,211( 2 ) D Class A Common Stock 12/21/2022 C 7,569 A 18,780 D Class A Common Stock 12/21/2022 S( 4 ) 4,589 D $ 26.8813( 5 ) 14,191 D Class A Common Stock 12/21/2022 S( 4 ) 800 D $ 27.6141( 6 ) 13,391 D Class A Common Stock 12/22/2022 S( 7 ) 5,540 D $ 26.5085( 8 ) 7,851 D

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 Restricted Stock Units ( 1 ) 12/20/2022 M 3,360 ( 9 ) ( 9 ) Class A Common Stock 3,360 $ 0 43,684 D Restricted Stock Units ( 10 ) 12/20/2022 M 7,569 ( 11 ) ( 11 ) Class B Common Stock 7,569 $ 0 60,450 D Class B Common Stock ( 3 ) 12/20/2022 M 7,569 ( 3 ) ( 3 ) Class A Common Stock 7,569 $ 0 187,597 D Class B Common Stock ( 3 ) 12/21/2022 M 7,569 ( 3 ) ( 3 ) Class A Common Stock 7,569 $ 0 180,028 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welihinda Navam C/O HASHICORP, INC. 101 SECOND STREET, SUITE 700 SAN FRANCISCO, CA94105 Chief Financial Officer Signatures /s/ Paul Warenski, by power of attorney 12/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A Common Stock. ( 2 )Includes 351 shares acquired under the Issuer's Employee Stock Purchase Plan on December 15, 2022. ( 3 )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. ( 4 )The reported shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of RSUs. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.43 to $27.42, 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 (5), (6) and (8) to this Form 4. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.48 to $27.79, inclusive. ( 7 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 21, 2022. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.98, inclusive. ( 9 )The remaining RSUs vest in thirteen equal quarterly installments beginning on March 20,2023. ( 10 )Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock. ( 11 )The remaining RSUs vest in eight equal quarterly installments beginning on March 20, 2023.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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