David McJannet - 05 Dec 2023 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
CEO & Chairman, Director
Signature
/s/ Paul Warenski, by power of attorney
Issuer symbol
HCP
Transactions as of
05 Dec 2023
Transactions value $
-$5,002,880
Form type
4
Filing time
07 Dec 2023, 18:01:35 UTC
Previous filing
22 Sep 2023
Next filing
22 Dec 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 Conversion of derivative security +200,000 +114% 376,165 05 Dec 2023 Direct F1
transaction HCP Class A Common Stock Sale -$5,002,880 -200,000 -53% $25.01 176,165 05 Dec 2023 Direct F2, F3

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 Employee Stock Option (right to buy) Options Exercise $0 -200,000 -7% $0 2,637,638 05 Dec 2023 Class B Common Stock 200,000 $0.119 Direct F4
transaction HCP Class B Common Stock Options Exercise $0 +200,000 +139% $0 343,409 05 Dec 2023 Class A Common Stock 200,000 Direct F1
transaction HCP Class B Common Stock Conversion of derivative security $0 -200,000 -58% $0 143,409 05 Dec 2023 Class A Common Stock 200,000 Direct F1
holding HCP Class B Common Stock 1,355,425 05 Dec 2023 Class A Common Stock 1,355,425 See footnote F1, F5
holding HCP Class B Common Stock 681,050 05 Dec 2023 Class A Common Stock 681,050 See footnote F1, F6
holding HCP Class B Common Stock 681,050 05 Dec 2023 Class A Common Stock 681,050 See footnote F1, F7
holding HCP Class B Common Stock 60,000 05 Dec 2023 Class A Common Stock 60,000 See footnote F1, 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 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.
F2 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 11, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.09, 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.
F4 The shares underlying the option are fully vested and immediately exercisable.
F5 The shares are held of record by a family trust for which the reporting person serves as a trustee.
F6 The shares are held of record by the Emerald GST Non-Exempt Trust.
F7 The shares are held of record by the Sapphire GST Non-Exempt Trust.
F8 The shares are held of record by an additional family trust.