Armon Dadgar - 22 Jan 2024 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
22 Jan 2024
Transactions value $
-$787,685
Form type
4
Filing time
23 Jan 2024, 20:34:22 UTC
Previous filing
04 Jan 2024
Next filing
05 Feb 2024
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 +359,040 +23.66% 1,876,588 22 Jan 2024 See footnote F1, F2
transaction HCP Class A Common Stock Sale -$732,404 -33,465 -1.78% $21.89 1,843,123 22 Jan 2024 See footnote F2, F3, F4
transaction HCP Class A Common Stock Sale -$55,280 -2,439 -0.13% $22.67 1,840,684 22 Jan 2024 See footnote F2, F3, F5
holding HCP Class A Common Stock 118,864 22 Jan 2024 Direct
holding HCP Class A Common Stock 281,994 22 Jan 2024 See footnote F6
holding HCP Class A Common Stock 90,440 22 Jan 2024 See footnote F7

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 -359,040 -2.8% $0 12,449,056 02 Jan 2024 Class A Common Stock 359,040 See footnote F1, F2
holding HCP Class B Common Stock 480,916 22 Jan 2024 Class A Common Stock 480,916 Direct F1
holding HCP Class B Common Stock 2,057,036 22 Jan 2024 Class A Common Stock 2,057,036 See footnote F1, F7
holding HCP Class B Common Stock 601,328 22 Jan 2024 Class A Common Stock 601,328 See footnote F1, F7
* 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 shares are held of record by the Armon Dadgar 2020 Charitable Trust.
F3 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 21, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.57 to $22.56, 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 (4) and (5) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.57 to $22.83, inclusive.
F6 The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.
F7 The shares are held of record by Black Swan III, LLC which the reporting person controls.