Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

HashiCorp, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

418100103

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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ITEM 1. (a)

Name of Issuer:

HashiCorp, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

101 Second Street, Suite 700, San Francisco, CA 94105

ITEM 2. (a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i)

Mayfield XIV, a Cayman Islands Exempted Limited Partnership (“MF XIV”),

(ii)

Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF XIV EGP”),

(iii)

Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF XIV UGP”),

(iv)

Mayfield Select, a Cayman Islands Exempted Limited Partnership (“MF Select”),

(v)

Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF Select EGP”) and

(vi)

Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF Select UGP”).

(b)

Address or Principal Business Office:

The principal business address of each of the Reporting Persons is 2484 Sand Hill Road, Menlo Park, CA 94025.

(c)

Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized under the laws of the Cayman Islands.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.000015 per share (“Class A Common Stock”).

(e)

CUSIP Number:

418100103


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ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

As of May 13, 2024, the Reporting Persons ceased to be the beneficial owners of any securities of the Issuer.

ITEM 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 13, 2024


Mayfield XIV, a Cayman Islands Exempted Limited Partnership

By:		Mayfield XIV Management (EGP), L.P.,
		a Cayman Islands Exempted Limited Partnership,
		its general partner

By:		Mayfield XIV Management (UGP), Ltd.,
		a Cayman Islands Exempted Company,
		its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership

By:		Mayfield XIV Management (UGP), Ltd.,
		a Cayman Islands Exempted Company,
		its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory


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Mayfield Select, a Cayman Islands Exempted Limited Partnership

By:		Mayfield Select Management (EGP), L.P.,
		a Cayman Islands Exempted Limited Partnership,
		its general partner

By:		Mayfield Select Management (UGP), Ltd.,
		a Cayman Islands Exempted Company,
		its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership

By:		Mayfield Select Management (UGP), Ltd.,
		a Cayman Islands Exempted Company,
		its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement (previously filed).

Names of Reporting Persons

Mayfield XIV, a Cayman Islands Exempted Limited Partnership

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

HashiCorp, Inc. SC 13G/A