4//SEC Filing
Holmes Marc 4
Accession 0001104659-25-019910
CIK 0001720671other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 8:42 PM ET
Size
25.3 KB
Accession
0001104659-25-019910
Insider Transaction Report
Form 4
Holmes Marc
CHIEF MARKETING OFFICER
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-02-27−60,463→ 0 total→ Class A Common Stock (60,463 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−85,715→ 0 total→ Class A Common Stock (85,715 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−7,351→ 0 total→ Class A Common Stock (7,351 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−94,207→ 0 total→ Class A Common Stock (94,207 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-02-27$29.68/sh−120,102$3,564,627→ 0 totalExercise: $5.32Exp: 2029-03-01→ Class B Common Stock (120,102 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-02-27$29.30/sh−100,000$2,930,000→ 0 totalExercise: $5.70Exp: 2029-07-24→ Class B Common Stock (100,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−23,750→ 0 total→ Class A Common Stock (23,750 underlying) - Disposition to Issuer
Performance Share Units
2025-02-27−38,195→ 0 total→ Class A Common Stock (38,195 underlying) - Disposition to Issuer
Class A Common Stock
2025-02-27−27,058→ 0 total
Footnotes (11)
- [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 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 $3,565,227.87, 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.
- [F11]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 $2,930,500.00, 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.
- [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 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 3,230 shares of IBM common stock.
- [F4]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 999 shares of IBM common stock.
- [F5]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 8,222 shares of IBM common stock.
- [F6]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 12,812 shares of IBM common stock.
- [F7]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 11,657 shares of IBM common stock.
- [F8]Each performance share unit, or PSUs, represents a contingent right to receive one share of Issuer Class A common stock.
- [F9]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 5,194 shares of IBM common stock.
Documents
Issuer
HashiCorp, Inc.
CIK 0001720671
Entity typeother
Related Parties
1- filerCIK 0001894601
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 8:42 PM ET
- Size
- 25.3 KB