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

Role
Chief Technology Officer, Director
Signature
/s/ Paul Warenski, by power of attorney
Issuer symbol
HCP
Transactions as of
20 Mar 2023
Transactions value $
-$1,620,858
Form type
4
Filing time
22 Mar 2023, 21:16:17 UTC
Previous filing
02 Mar 2023
Next filing
05 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 +2,941 +13% 25,610 20 Mar 2023 Direct F1
transaction HCP Class A Common Stock Conversion of derivative security +14,611 +57.1% 40,221 21 Mar 2023 Direct F2
transaction HCP Class A Common Stock Sale -$125,666 -4,206 -10.5% $29.88 36,015 21 Mar 2023 Direct F3, F4
transaction HCP Class A Common Stock Sale -$183,607 -6,375 -17.7% $28.80 29,640 22 Mar 2023 Direct F5, F6
transaction HCP Class A Common Stock Sale -$205,031 -6,971 -23.5% $29.41 22,669 22 Mar 2023 Direct F5, F7
transaction HCP Class A Common Stock Sale -$505,931 -17,573 -1.01% $28.79 1,730,427 22 Mar 2023 See footnote F6, F8, F9
transaction HCP Class A Common Stock Sale -$600,621 -20,427 -1.18% $29.40 1,710,000 22 Mar 2023 See footnote F8, F9, F10
holding HCP Class A Common Stock 281,994 20 Mar 2023 See footnote F11
holding HCP Class A Common Stock 70,000 20 Mar 2023 See footnote F12

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 -2,941 -7.69% $0.000000 35,283 20 Mar 2023 Class A Common Stock 2,941 Direct F1, F13
transaction HCP Restricted Stock Units Options Exercise $0 -6,487 -12.5% $0.000000 45,413 20 Mar 2023 Class B Common Stock 6,487 Direct F11, F14
transaction HCP Restricted Stock Units Options Exercise $0 -8,124 -25% $0.000000 24,376 20 Mar 2023 Class B Common Stock 8,124 Direct F11, F15
transaction HCP Class B Common Stock Options Exercise $0 +14,611 +3.04% $0.000000 495,527 20 Mar 2023 Class A Common Stock 14,611 Direct F2
transaction HCP Class B Common Stock Conversion of derivative security $0 -14,611 -2.95% $0.000000 480,916 20 Mar 2023 Class A Common Stock 14,611 Direct F2
holding HCP Class B Common Stock 13,262,000 20 Mar 2023 Class A Common Stock 13,262,000 See footnote F2, F9
holding HCP Class B Common Stock 2,057,036 20 Mar 2023 Class A Common Stock 2,057,036 See footnote F2, F11
holding HCP Class B Common Stock 633,448 20 Mar 2023 Class A Common Stock 633,448 See footnote F2, F12
* 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 $29.54 to $30.14, 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), (7) and (10) 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 $28.16 to $29.15, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.20 to $29.89, inclusive..
F8 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 6, 2022.
F9 The shares are held of record by the Armon Dadgar 2020 Charitable Trust.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.16 to $29.98, inclusive
F11 The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.
F12 The shares are held of record by Black Swan III, LLC which the reporting person controls.
F13 The remaining RSUs vest in twelve equal quarterly installments beginning on June 20, 2023.
F14 The remaining RSUs vest in seven equal quarterly installments beginning on June 20, 2023.
F15 The remaining RSUs vest in three quarterly installments beginning on June 20, 2023.