Hashicorp Inc.

06/01/2023 | Press release | Distributed by Public on 06/01/2023 14:06

Statement of Changes in Beneficial Ownership - Form 4

FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
1. Name and Address of Reporting Person *
MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
2. Issuer Name and Ticker or Trading Symbol
HashiCorp, Inc. [HCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2484 SAND HILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
MENLO PARK CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
Mayfield XIV Management (EGP), L.P.
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
Mayfield XIV Management (UGP), Ltd.
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
MAYFIELD SELECT, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
Mayfield Select Management (EGP), L.P.
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
Mayfield Select Management (UGP), Ltd.
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
MF Leaders H-E, L.P.
2484 SAND HILL ROAD

MENLO PARK, CA94025

X
MF Leaders Management, L.L.C.
2484 SAND HILL ROAD

MENLO PARK, CA94025

X

Signatures

MAYFIELD XIV, a Cayman Islands Exempted Limited Partnership By: MAYFIELD XIV MANAGEMENT (EGP), L.P., its General Partner By: MAYFIELD XIV MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MAYFIELD XIV MANAGEMENT (EGP), L.P. By: MAYFIELD XIV MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MAYFIELD XIV MANAGEMENT (UGP), LTD. By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MAYFIELD SELECT, a Cayman Islands Exempted Limited Partnership By: MAYFIELD SELECT MANAGEMENT (EGP), L.P., its General Partner By: MAYFIELD SELECT MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MAYFIELD SELECT MANAGEMENT (EGP), L.P. By: MAYFIELD SELECT MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MAYFIELD SELECT MANAGEMENT (UGP), LTD. By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MF LEADERS H-E, L.P., a Delaware limited partnership By: MF Leaders Management, L.L.C., its General Partner By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date
MF Leaders Management, L.L.C. By: /s/ Paul Kohli, Authorized Signatory 2023-06-01
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.
(2) Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company (MF XIV UGP), is the general partner of Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF XIV EGP), which is the general partner of Mayfield XIV, a Cayman Islands Exempted Limited Partnership (MF XIV). Rajeev Batra, Navin Chaddha, and Urshit Parikh, the directors of MF XIV UGP, may be deemed to share beneficial ownership of the shares owned by MF XIV, but each of the individuals disclaims such beneficial ownership.
(3) Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company (MF Select UGP), is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF Select EGP), which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership (MF Select). Messrs. Batra, Chaddha, and Parikh, the directors of MF Select UGP, may be deemed to share beneficial ownership of the shares owned by MF Select, but each of the individuals disclaims such beneficial ownership.
(4) MF Leaders Management, L.L.C. (MF Leaders GP) is the general partner of MF Leaders H-E, L.P. (MF Leaders). Mr. Chaddha, the sole member of MF Leaders GP, may be deemed to share beneficial ownership of the shares owned by MF Leaders, but disclaims such beneficial ownership.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.04 to $33.99. The reporting person undertakes to provide 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 range set forth in this footnote.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.01 to $34.11. The reporting person undertakes to provide 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 range set forth in this footnote.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.