SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Redpoint Omega II, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2021

3. Issuer Name and Ticker or Trading Symbol
HashiCorp, Inc. [ HCP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	3,210,028	I	See footnote⁽²⁾
Common Stock⁽¹⁾	99,276	I	See footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	8,350,470	⁽⁴⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	258,260	⁽⁴⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	4,363,022	⁽⁵⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	134,936	⁽⁵⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	700,150	⁽⁶⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	21,654	⁽⁶⁾	I	See footnote⁽³⁾
Series E Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	660,438	⁽⁷⁾	I	See footnote⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	31,120	⁽⁷⁾	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Redpoint Omega II, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Redpoint Omega II, L.P.

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Redpoint Omega Associates II, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT OMEGA III, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT OMEGA III, L.P.

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDPOINT OMEGA ASSOCIATES III, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock.

2. The shares are held of record by Redpoint Omega II, L.P. (RO II). Redpoint Omega II, LLC (RO II LLC) is the sole general partner of RO II. As such, RO II LLC has sole voting and investment control over the shares owned by RO II and may be deemed to beneficially own the shares held by RO II. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

3. The shares are held of record by Redpoint Omega Associates II, LLC (ROA II). ROA II is under common control with RO II LLC. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

4. Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

5. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

6. Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

7. Each share of Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

8. The shares are held of record by Redpoint Omega III, L.P. (RO III). Redpoint Omega III, LLC (RO III LLC) is the sole general partner of RO III. As such, RO III LLC has sole voting and investment control over the shares owned by RO III and may be deemed to beneficially own the shares held by RO II. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

9. The shares are held of record by Redpoint Omega Associates III, LLC (ROA III). ROA III is under common control with RO III LLC. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

Remarks:

	Redpoint Omega II, LLC, by Scott Raney, Managing Director	12/08/2021
	Redpoint Omega II, L.P., by Redpoint Omega II, LLC, its General Partner, by Scott Raney, Managing Director	12/08/2021
	Redpoint Omega Associates II, LLC, by Scott Raney, Managing Director	12/08/2021
	Redpoint Omega III, LLC, by Scott Raney, Managing Director	12/08/2021
	Redpoint Omega III, L.P., by Redpoint Omega III, LLC, its General Partner, by Scott Raney, Managing Director	12/08/2021
	Redpoint Omega Associates III, LLC, by Scott Raney, Managing Director	12/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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