Marc Holmes - Feb 27, 2025 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
Chief Marketing Officer
Signature
/s/ Paul Warenski, by power of attorney
Stock symbol
HCP
Transactions as of
Feb 27, 2025
Transactions value $
-$6,494,627
Form type
4
Date filed
3/3/2025, 08:42 PM
Previous filing
Feb 27, 2025
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 Disposed to Issuer -27.1K -100% 0 Feb 27, 2025 Direct F1

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 Disposed to Issuer -23.8K -100% 0 Feb 27, 2025 Class A Common Stock 23.8K Direct F2, F3
transaction HCP Restricted Stock Units Disposed to Issuer -7.35K -100% 0 Feb 27, 2025 Class A Common Stock 7.35K Direct F2, F4
transaction HCP Restricted Stock Units Disposed to Issuer -60.5K -100% 0 Feb 27, 2025 Class A Common Stock 60.5K Direct F2, F5
transaction HCP Restricted Stock Units Disposed to Issuer -94.2K -100% 0 Feb 27, 2025 Class A Common Stock 94.2K Direct F2, F6
transaction HCP Restricted Stock Units Disposed to Issuer -85.7K -100% 0 Feb 27, 2025 Class A Common Stock 85.7K Direct F2, F7
transaction HCP Performance Share Units Disposed to Issuer -38.2K -100% 0 Feb 27, 2025 Class A Common Stock 38.2K Direct F8, F9
transaction HCP Employee Stock Option (right to buy) Disposed to Issuer -$3.56M -120K -100% $29.68 0 Feb 27, 2025 Class B Common Stock 120K $5.32 Direct F10
transaction HCP Employee Stock Option (right to buy) Disposed to Issuer -$2.93M -100K -100% $29.30 0 Feb 27, 2025 Class B Common Stock 100K $5.70 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marc Holmes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger dated April 24, 2024, between the Issuer, International Business Machines Corporation and McCloud Merger Sub, Inc., (the "Merger Agreement"), each share of Issuer Class A common stock was canceled and converted into the right to receive $35.00 per share in cash (the "Merger Consideration" or the "Per Share Price"), without interest and subject to applicable withholding taxes.
F2 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock.
F3 The remaining RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 3,230 shares of IBM common stock.
F4 The remaining RSUs vest in five equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 999 shares of IBM common stock.
F5 The remaining RSUs vest in nine equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 8,222 shares of IBM common stock.
F6 The remaining RSUs vest in 13 equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 12,812 shares of IBM common stock.
F7 The RSUs vest in 16 equal quarterly installments beginning on June 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 11,657 shares of IBM common stock.
F8 Each performance share unit, or PSUs, represents a contingent right to receive one share of Issuer Class A common stock.
F9 One-third of the PSUs vest on March 20, 2025 and the remaining PSUs vest in eight equal quarterly installments. Pursuant to the Merger Agreement, each outstanding PSU was assumed by IBM and converted into restricted stock units for 5,194 shares of IBM common stock.
F10 The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $3,565,227.87, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the per share price over (b) the per share exercise price of such option.
F11 The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $2,930,500.00, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the per share price over (b) the per share exercise price of such option.