4//SEC Filing
HENSHALL DAVID J 4
Accession 0001104659-25-019914
CIK 0001720671other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 8:45 PM ET
Size
12.9 KB
Accession
0001104659-25-019914
Insider Transaction Report
Form 4
HENSHALL DAVID J
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-02-27−5,571→ 0 total→ Class A Common Stock (5,571 underlying) - Disposition to Issuer
Class A Common Stock
2025-02-27−27,879→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-02-27−3,808→ 0 total→ Class A Common Stock (3,808 underlying) - Disposition to Issuer
Restricted Stock Units
2025-02-27−1,458→ 0 total→ Class A Common Stock (1,458 underlying)
Footnotes (5)
- [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 on September 26, 2025. Pursuant to the Merger 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]The RSUs vest on the earlier of (i) June 25, 2025 or (ii) the date of the Issuer's next annual meeting of stockholders. Pursuant to the Merger 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.
- [F5]The RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger 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.
Documents
Issuer
HashiCorp, Inc.
CIK 0001720671
Entity typeother
Related Parties
1- filerCIK 0001176008
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 8:45 PM ET
- Size
- 12.9 KB