SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

GGV Capital V L.L.C.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HashiCorp, Inc. [ HCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/27/2025		U		174,152	D	⁽¹⁾	0	D⁽²⁾
Class A Common Stock	02/27/2025		U		476,666	D	⁽¹⁾	0	I	By GGV Capital Select L.P.⁽³⁾
Class A Common Stock	02/27/2025		U		8,172	D	⁽¹⁾	0	D⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾	02/27/2025		U			9,444,116	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	9,444,116	⁽⁶⁾	0	I	By GGV Capital V L.P.⁽⁷⁾
Class B Common Stock	⁽⁵⁾	02/27/2025		U			346,599	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	346,599	⁽⁶⁾	0	I	By GGV Capital V Entrepreneurs Fund L.P.⁽⁸⁾
Class B Common Stock	⁽⁵⁾	02/27/2025		U			6,277,066	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,277,066	⁽⁶⁾	0	I	By GGV Capital Select L.P.⁽³⁾
Class B Common Stock	⁽⁵⁾	02/27/2025		U			864,448	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	864,448	⁽⁶⁾	0	I	By GGV VII Investments L.L.C.⁽⁹⁾
Class B Common Stock	⁽⁵⁾	02/27/2025		U			835,632	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	835,632	⁽⁶⁾	0	I	By GGV VII Plus Investments L.L.C.⁽¹⁰⁾

1. Name and Address of Reporting Person^*

GGV Capital V L.L.C.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital V L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital V Entrepreneurs Fund L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital Select L.L.C.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital Select L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital VII L.L.C.

(Last)

(First)

(Middle)

C/O GGV CAPITAL

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV VII Investments, L.L.C.

(Last)

(First)

(Middle)

C/O GGV CAPITAL

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital VII Plus L.L.C.

(Last)

(First)

(Middle)

C/O GGV CAPITAL

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV VII Plus Investments, L.L.C.

(Last)

(First)

(Middle)

C/O GGV CAPITAL

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. The shares were held of record by GGV Capital V L.L.C

3. 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.

4. The shares were held of record by GGV Capital LLC

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

	GGV Capital V L.L.C., by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital V L.P., by GGV Capital V L.L.C., its General Partner, by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital V Entrepreneurs Fund L.P., by GGV Capital V L.L.C., its General Partner, by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital Select L.L.C., by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital Select L.P., by GGV Capital Select L.L.C., its General Partner, by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital VII L.L.C., by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV VII Investments, L.L.C., by GGV Capital VII L.L.C., its Manager, by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital VII Plus L.L.C., by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV VII Plus Investments, L.L.C., by GGV Capital VII Plus L.L.C., its Manager, by /s/ Glenn Solomon, Managing Director	03/03/2025
	GGV Capital LLC, by /s/ Glenn Solomon, Managing Member	03/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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SEC Form 4 filed by Large owner Ggv Capital V L.L.C.