Sec Form 4 Filing - Solomon Glenn @ HashiCorp, Inc. - 2022-12-19

Insider filing report for Changes in Beneficial Ownership
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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
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GGV CAPITAL, 3000 SAND HILL ROAD, SUITE 4-230
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2022
(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
Class A Common Stock 12/19/2022 C 1,574,019 A $ 0( 1 ) 1,574,019 I By GGV Capital V L.P.( 2 )
Class A Common Stock 12/19/2022 C 57,766 A $ 0( 1 ) 57,766 I By GGV Capital V Entrepreneurs Fund L.P.( 3 )
Class A Common Stock 12/19/2022 J( 4 ) 1,574,019 D $ 0 0 I By GGV Capital V L.P.( 2 )
Class A Common Stock 12/19/2022 J( 5 ) 57,766 D $ 0 0 I By GGV Capital V Entrepreneurs Fund L.P.( 3 )
Class A Common Stock 12/19/2022 J( 6 ) 343,480 A $ 0 442,288 I By GGV Capital V L.L.C.( 7 )
Class A Common Stock 12/19/2022 J( 8 ) 301,133 D $ 0 141,155 I By GGV Capital V L.L.C.( 7 )
Class A Common Stock 12/19/2022 J( 9 ) 44,526 A $ 0 148,420 I By Family Trust( 10 )
Class A Common Stock 12/19/2022 J( 9 ) 3,872 A $ 0 12,906 I By Family Trust( 10 )
Class A Common Stock 476,666 I By GGV Capital Select L.P.( 11 )
Class A Common Stock 545( 12 ) 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
Class B Common Stock ( 1 ) 12/19/2022 C 1,574,019 ( 13 ) ( 13 ) Class A Common Stock 1,574,019 ( 13 ) 15,740,192 I By GGV Capital V L.P.( 2 )
Class B Common Stock ( 1 ) 12/19/2022 C 57,766 ( 13 ) ( 13 ) Class A Common Stock 57,766 ( 13 ) 577,665 I By GGV Capital V Entrepreneurs Fund L.P.( 3 )
Class B Common Stock ( 13 ) ( 13 ) ( 13 ) Class A Common Stock 6,277,066 6,277,066 I By GGV Capital Select L.P.( 11 )
Class B Common Stock ( 13 ) ( 13 ) ( 13 ) Class A Common Stock 864,448 864,448 I By GGV VII Investments, L.L.C.( 14 )
Class B Common Stock ( 13 ) ( 13 ) ( 13 ) Class A Common Stock 835,632 835,632 I By GGV VII Plus Investments L.L.C.( 15 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Solomon Glenn
C/O GGV CAPITAL
3000 SAND HILL ROAD, SUITE 4-230
MENLO PARK, CA94025
X
Signatures
/s/ Glenn Solomon 12/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration at the option of the Reporting Person and had no expiration date.
( 2 )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.
( 3 )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.
( 4 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV V LP to its general partner and limited partners without additional consideration.
( 5 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV Entrepreneurs to its limited partners without additional consideration.
( 6 )Represents receipt of shares in the distribution in kind described in footnote (4).
( 7 )The shares are held of record by GGV V LLC. As a managing member of GGV V LLC, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV V LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.
( 8 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV V LLC to its members without additional consideration.
( 9 )Represents receipt of shares in the distributions in kind described in footnotes (4) and (8).
( 10 )The shares are held of record by a family trust, as a trustee, the Reporting Person may be deemed to have voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 11 )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.
( 12 )The Reporting Person holds these shares as nominee for GGV Capital LLC and disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.
( 13 )Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.
( 14 )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.
( 15 )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

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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