Navam Welihinda - 20 Mar 2023 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
Chief Financial Officer
Signature
/s/ Paul Warenski, by power of attorney
Issuer symbol
HCP
Transactions as of
20 Mar 2023
Net transactions value
-$322,184
Form type
4
Filing time
22 Mar 2023, 20:04:23 UTC
Previous filing
03 Feb 2023
Next filing
03 Apr 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HCP Class A Common Stock Options Exercise +3,361 +43% 11,212 20 Mar 2023 Direct F1
transaction HCP Class A Common Stock Conversion of derivative security +7,568 +67% 18,780 21 Mar 2023 Direct F2
transaction HCP Class A Common Stock Sale $159,273 -5,332 -28% $29.87 13,448 21 Mar 2023 Direct F3, F4
transaction HCP Class A Common Stock Sale $80,567 -2,797 -21% $28.80 10,651 22 Mar 2023 Direct F5, F6
transaction HCP Class A Common Stock Sale $82,344 -2,800 -26% $29.41 7,851 22 Mar 2023 Direct F5, F7

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 Options Exercise $0 -3,361 -7.7% $0.000000 40,323 20 Mar 2023 Class A Common Stock 3,361 Direct F1, F8
transaction HCP Restricted Stock Units Options Exercise $0 -7,568 -12% $0.000000 52,982 20 Mar 2023 Class B Common Stock 7,568 Direct F9, F10, F11
transaction HCP Class B Common Stock Options Exercise $0 +7,568 +4.2% $0.000000 187,596 20 Mar 2023 Class A Common Stock 7,568 Direct F2
transaction HCP Class B Common Stock Conversion of derivative security $0 -7,568 -4% $0.000000 180,028 21 Mar 2023 Class A Common Stock 7,568 Direct F2
* 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 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Class A Common Stock.
F2 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.
F3 The reported shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of RSUs.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.48 to $30.13, 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 (4), (6) and (7) to this Form 4.
F5 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.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.17 to $29.10, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.19 to $29.86, inclusive.
F8 The remaining RSUs vest in twelve equal quarterly installments beginning on June 20,2023.
F9 Each RSU represents a contingent right to receive one share of Class B Common Stock.
F10 The remaining RSUs vest in seven equal quarterly installments beginning on June 20, 2023.
F11 Due to a scrivenor's error in a prior Form 4, the number of derivative securities following the reported transaction has been increased by 100 RSUs.