4//SEC Filing
Dadgar Armon 4
Accession 0001104659-25-019907
CIK 0001720671other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 8:39 PM ET
Size
40.1 KB
Accession
0001104659-25-019907
Insider Transaction Report
Form 4
Dadgar Armon
DirectorCHIEF TECHNOLOGY OFFICER10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2025-02-27−1,520,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2025-02-27−90,440→ 0 total(indirect: See footnote) - Disposition to Issuer
Performance-based Restricted Stock Units
2025-02-27−43,652→ 0 total→ Class A Common Stock (43,652 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−71,250→ 0 total→ Class A Common Stock (71,250 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−80,617→ 0 total→ Class A Common Stock (80,617 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−107,664→ 0 total→ Class A Common Stock (107,664 underlying) - Disposition to Issuer
Employee Stock Option
2025-02-27$29.30/sh−105,292$3,085,056→ 0 totalExercise: $5.70Exp: 2029-05-14→ Class B Common Stock (105,292 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−142,858→ 0 total→ Class A Common Stock (142,858 underlying) - Disposition to Issuer
Employee Stock Option
2025-02-27$33.97/sh−209,792$7,126,634→ 0 totalExercise: $1.03Exp: 2028-03-28→ Class B Common Stock (209,792 underlying) - Disposition to Issuer
Class B Common Stock
2025-02-27−12,051,662→ 0 total(indirect: See footnote)→ Class A Common Stock (12,051,662 underlying) - Disposition to Issuer
Class B Common Stock
2025-02-27−2,057,036→ 0 total(indirect: See footnote)→ Class A Common Stock (2,057,036 underlying) - Disposition to Issuer
Class A Common Stock
2025-02-27−31,348→ 0 total - Disposition to Issuer
Class A Common Stock
2025-02-27−282,617→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock Units
2025-02-27−14,702→ 0 total→ Class A Common Stock (14,702 underlying) - Disposition to Issuer
Class B Common Stock
2025-02-27−601,328→ 0 total(indirect: See footnote)→ Class A Common Stock (601,328 underlying) - Disposition to Issuer
Class B Common Stock
2025-02-27−480,916→ 0 total→ Class A Common Stock (480,916 underlying)
Footnotes (16)
- [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.
- [F10]The RSUs vest in 16 equal quarterly installments beginning on June 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 19,428 shares of IBM common stock.
- [F11]Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A common stock.
- [F12]One-third of the PSUs vest on March 20, 2025 and the remaining PSUs vest in eight equal quarterly installments. Pursuant to the Merger Agreement, each outstanding PSU was assumed by IBM and converted into restricted stock units for 5,936 shares of IBM common stock.
- [F13]The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $7,126,634.24, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.
- [F14]The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $3,085,582.06, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.
- [F15]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.
- [F16]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.
- [F2]The shares are held of record by the Armon Dadgar 2020 Charitable Trust.
- [F3]The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.
- [F4]The shares are held of record by Black Swan III, LLC which the reporting person controls.
- [F5]Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock.
- [F6]The remaining RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 9,690 shares of IBM common stock.
- [F7]The remaining RSUs vest in five equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 1,999 shares of IBM common stock.
- [F8]The remaining RSUs vest in nine equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 10,963 shares of IBM common stock.
- [F9]The remaining RSUs vest in 13 equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 14,642 shares of IBM common stock.
Documents
Issuer
HashiCorp, Inc.
CIK 0001720671
Entity typeother
Related Parties
1- filerCIK 0001894717
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 8:39 PM ET
- Size
- 40.1 KB