Todd R. Ford - Feb 27, 2025 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
Director
Signature
/s/ Paul Warenski, by power of attorney
Stock symbol
HCP
Transactions as of
Feb 27, 2025
Transactions value $
$0
Form type
4
Date filed
3/3/2025, 08:44 PM
Previous filing
Feb 4, 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 -69.3K -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 -5.57K -100% 0 Feb 27, 2025 Class A Common Stock 5.57K Direct F2, F3
transaction HCP Restricted Stock Units Disposed to Issuer -2.06K -100% 0 Feb 27, 2025 Class A Common Stock 2.06K Direct F2, F4
transaction HCP Class B Common Stock Disposed to Issuer -50K -100% 0 Feb 27, 2025 Class A Common Stock 50K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Todd R. Ford 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 RSUs vest on the earlier of (i) June 25, 2025 or (ii) the date of the Issuer's next annual meeting of stockholders. Pursuant to the Merger Agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A Common Stock covered by the RSUs.
F4 The RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A Common Stock covered by the RSUs.
F5 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.
F6 Pursuant to the Merger Agreement, each share of Issuer Class B common stock was canceled and converted into the right to receive the Per Share Price, without interest and subject to applicable withholding taxes.