GGV Capital V L.L.C. - Feb 27, 2025 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role
10%+ Owner
Signature
GGV Capital V L.L.C., by /s/ Glenn Solomon, Managing Director
Stock symbol
HCP
Transactions as of
Feb 27, 2025
Transactions value $
$0
Form type
4
Date filed
3/3/2025, 05:59 PM
Previous filing
Oct 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HCP Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -174K -100% 0 Feb 27, 2025 Direct F1, F2
transaction HCP Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -477K -100% 0 Feb 27, 2025 By GGV Capital Select L.P. F1, F3
transaction HCP Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -8.17K -100% 0 Feb 27, 2025 Direct F1, F4

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 Disposition pursuant to a tender of shares in a change of control transaction -9.44M -100% 0 Feb 27, 2025 Class A Common Stock 9.44M By GGV Capital V L.P. F5, F6, F7
transaction HCP Class B Common Stock Disposition pursuant to a tender of shares in a change of control transaction -347K -100% 0 Feb 27, 2025 Class A Common Stock 347K By GGV Capital V Entrepreneurs Fund L.P. F5, F6, F8
transaction HCP Class B Common Stock Disposition pursuant to a tender of shares in a change of control transaction -6.28M -100% 0 Feb 27, 2025 Class A Common Stock 6.28M By GGV Capital Select L.P. F3, F5, F6
transaction HCP Class B Common Stock Disposition pursuant to a tender of shares in a change of control transaction -864K -100% 0 Feb 27, 2025 Class A Common Stock 864K By GGV VII Investments L.L.C. F5, F6, F9
transaction HCP Class B Common Stock Disposition pursuant to a tender of shares in a change of control transaction -836K -100% 0 Feb 27, 2025 Class A Common Stock 836K By GGV VII Plus Investments L.L.C. F5, F6, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

GGV Capital V L.L.C. 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 The shares were held of record by GGV Capital V L.L.C
F3 The shares were held of record by GGV Capital Select L.P. ("GGV Select LP"). GGV Capital Select L.L.C. ("GGV Select LLC") serves as the General Partner of GGV Select LP and may be deemed to have voting and dispositive power over the shares held by GGV Select LP. GGV Select LLC disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
F4 The shares were held of record by GGV Capital LLC
F5 Each share of Class B common stock was convertible into one share of Class A common stock at the option of the holder and had 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.
F7 The shares were held of record by GGV Capital V L.P. ("GGV V LP"). GGV Capital V L.L.C. ("GGV V LLC") serves as the general partner of GGV V LP and may be deemed to have voting and dispositive power over the shares held by GGV V LP. GGV V LLC disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
F8 The shares were held of record by GGV Capital V Entrepreneurs Fund L.P. ("GGV Entrepreneurs"). GGV V LLC serves as the general partner of GGV Entrepreneurs and may be deemed to have voting and dispositive power over the shares held by GGV Entrepreneurs. GGV V LLC disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
F9 The shares were held of record by GGV VII Investments, L.L.C. ("GGV VII Investments"). GGV Capital VII L.L.C. ("GGV Capital VII") is the Manager of GGV VII Investments and may be deemed to have voting and dispositive power over the shares held by GGV VII Investments. GGV Capital VII disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
F10 The shares were held of record by GGV VII Plus Investments, L.L.C. ("GGV Plus Investments"). GGV Capital VII Plus L.L.C. ("GGV Capital VII Plus") is the Manager of GGV Plus Investments and may be deemed to have voting and dispositive power over the shares held by GGV Plus Investments. GGV Capital VII Plus disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.