4//SEC Filing
St. Ledger Susan 4
Accession 0001104659-25-019908
CIK 0001720671other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 8:40 PM ET
Size
12.8 KB
Accession
0001104659-25-019908
Insider Transaction Report
Form 4
St. Ledger Susan
DirectorPresident, Worldwide Field Ops
Transactions
- Disposition to Issuer
Class A Common Stock
2025-02-27−189,375→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-02-27−262,423→ 0 total→ Class A Common Stock (262,423 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−200,000→ 0 total→ Class A Common Stock (200,000 underlying) - Disposition to Issuer
Class B Common Stock
2025-02-27−106,800→ 0 total→ Class A Common Stock (106,800 underlying)
Footnotes (6)
- [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]Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock.
- [F3]The remaining RSUs vest in six equal quarterly installments beginning on March 20, 2025. Pursuant to the terms of the Reporting Person's RSU agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A common stock covered by the RSUs.
- [F4]Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 27,200 shares of IBM common stock.
- [F5]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.
- [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.
Documents
Issuer
HashiCorp, Inc.
CIK 0001720671
Entity typeother
Related Parties
1- filerCIK 0001673606
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 8:40 PM ET
- Size
- 12.8 KB