Armon Dadgar - 01 Jun 2023 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
Chief Technology Officer, Director, 10%+ Owner
Signature
/s/ Paul Warenski, by power of attorney
Issuer symbol
HCP
Transactions as of
01 Jun 2023
Transactions value $
-$1,725,843
Form type
4
Filing time
05 Jun 2023, 19:11:53 UTC
Previous filing
23 May 2023
Next filing
22 Jun 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 Sale -$248,656 -7,300 -0.47% $34.06 1,550,700 01 Jun 2023 See footnote F1, F2, F3
transaction HCP Class A Common Stock Sale -$1,067,788 -30,700 -1.98% $34.78 1,520,000 01 Jun 2023 See footnote F1, F3, F4
transaction HCP Class A Common Stock Conversion of derivative security -11,680 -12.51% 81,680 01 Jun 2023 See footnote F5, F6
transaction HCP Class A Common Stock Sale -$8,190 -234 -0.29% $35 81,446 01 Jun 2023 See footnote F1, F6
transaction HCP Class A Common Stock Sale -$401,207 -11,446 -14.05% $35.05 70,000 02 Jun 2023 See footnote F1, F6, F7
holding HCP Class A Common Stock 22,669 01 Jun 2023 Direct
holding HCP Class A Common Stock 281,994 01 Jun 2023 See footnote F8

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 Class B Common Stock Conversion of derivative security $0 -11,680 -1.84% $0 621,768 01 Jun 2023 Class A Common Stock 11,680 See footnote F5, F6
holding HCP Class B Common Stock 480,916 01 Jun 2023 Class A Common Stock 480,916 Direct F5
holding HCP Class B Common Stock 13,262,000 01 Jun 2023 Class A Common Stock 13,262,000 See footnote F3, F5
holding HCP Class B Common Stock 2,057,036 01 Jun 2023 Class A Common Stock 2,057,036 See footnote F5, F8
* 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 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.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.45 to $34.44, 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 (2), (4) and (6) to this Form 4.
F3 The shares are held of record by the Armon Dadgar 2020 Charitable Trust.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.45 to $34.97, inclusive.
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 The shares are held of record by Black Swan III, LLC which the reporting person controls.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.18, inclusive.
F8 The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.