SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Solomon Glenn

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2021

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	2,134,400	I	See footnote⁽²⁾
Common Stock⁽¹⁾	1,133,314	I	See footnote⁽³⁾
Common Stock⁽¹⁾	41,590	I	See footnote⁽⁴⁾
Common Stock⁽¹⁾	576,298	I	See footnote⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	2,285,216	⁽⁶⁾	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	83,870	⁽⁶⁾	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	15,223,956	⁽⁷⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	558,720	⁽⁷⁾	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	2,067,482	⁽⁸⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	2,344,436	⁽⁸⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	86,040	⁽⁸⁾	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁸⁾	Common Stock⁽¹⁾	2,075,184	⁽⁹⁾	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock⁽¹⁾	864,448	⁽¹⁰⁾	I	See footnote⁽¹¹⁾
Series E Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock⁽¹⁾	259,334	⁽¹⁰⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock.

2. The shares are held of record by GGV Capital Select L.P. (GGV Select LP). As a managing member of GGV Capital Select L.L.C. (GGV Select LLC), the General Partner of GGV Select LP, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV Select LP. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

3. The shares are held of record by GGV Capital V L.P. (GGV V LP). As a managing member of GGV Capital V L.L.C. (GGV V LLC), the General Partner of GGV V LP, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV V LP. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

4. The shares are held of record by GGV Capital V Entrepreneurs Fund L.P. (GGV Entrepreneurs). As a managing member of GGV V LLC, the General Partner of GGV Entrepreneurs, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV Entrepreneurs. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

5. The shares are held of record by GGV VII Plus Investments, L.L.C. (GGV Plus Investments). As a managing member of GGV Capital VII Plus L.L.C. (GGV Capital VII Plus), the Manager of GGV Plus Investments, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV Plus Investments. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

6. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

7. Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

8. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

9. Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

10. Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

11. The shares are held of record by GGV VII Investments, L.L.C. (GGV VII Investments). As a managing member of GGV Capital VII L.L.C. (GGV Capital VII), the Manager of GGV VII Investments, the reporting person may be deemed to have voting and dispositive power over the shares held by GGV VII Investments. The reporting person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Paul Warenski, by power of attorney	12/08/2021
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.