Reinhard Werner Schwock - 27 Feb 2025 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
Interim CFO
Signature
/s/ Paul Warenski, by power of attorney
Issuer symbol
HCP
Transactions as of
27 Feb 2025
Net transactions value
$0
Form type
4
Filing time
03 Mar 2025, 20:43:39 UTC
Previous filing
27 Feb 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 -176,795 -100% 0 27 Feb 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 -4,441 -100% 0 27 Feb 2025 Class A Common Stock 4,441 Direct F2, F3
transaction HCP Restricted Stock Units Disposed to Issuer -11,145 -100% 0 27 Feb 2025 Class A Common Stock 11,145 Direct F2, F4
transaction HCP Restricted Stock Units Disposed to Issuer -17,500 -100% 0 27 Feb 2025 Class A Common Stock 17,500 Direct F2, F5
transaction HCP Restricted Stock Units Disposed to Issuer -34,286 -100% 0 27 Feb 2025 Class A Common Stock 34,286 Direct F2, F6
transaction HCP Restricted Stock Units Disposed to Issuer -1,081 -100% 0 27 Feb 2025 Class B Common Stock 1,081 Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Reinhard Werner Schwock 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 six 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 603 shares of IBM common stock.
F4 The remaining RSUs vest in 10 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 1,515 shares of IBM common stock.
F5 The remaining RSUs vest in 14 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 2,380 shares of IBM common stock.
F6 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 4,662 shares of IBM common stock.
F7 Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B common stock.
F8 The RSUs vest on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 147 shares of IBM common stock.