Sec Form 13G Filing - Dadgar Armon filing for HashiCorp Inc. (HCP) - 2022-02-14

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 disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON:

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

  Armon Dadgar

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  2,978,564⁽¹⁾

  SHARED VOTING POWER

  15,909,288⁽²⁾

  SOLE DISPOSITIVE POWER

  2,978,564 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  15,909,288 ⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  18,887,852⁽¹⁾⁽²⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  38.6%⁽³⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Consists of (i) 480,916 shares of Class B common stock held of record by Armon Dadgar (the “Reporting Person”); (ii) 2,339,030 shares of Class B common stock held of record by The Armon Memaran-Dadgar Living Trust for which the Reporting Person serves as trustee; (iii) 132,668 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2021; and (vi) 25,950 shares of Class B common stock issuable upon vesting of RSUs within 60 days of December 31, 2021.

Consists of (i) 15,209,288 shares of Class B common stock held of record by Armon Dadgar 2020 Charitable Trust and (ii) 700,000 shares of Class B common stock held of record by Black Swan III, LLC which the Reporting Person controls.

The Percent of Class assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock, resulting in a total of 48,971,911 shares of Class A Common Stock outstanding (which reflects the sum of (x) 30,084,059 shares of Class A Common Stock outstanding as of December 31, 2021 and (y) 18,887,852 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class B Common Stock). Based on the total of 181,051,430 shares of the Issuer’s Common Stock (including 150,967,371 shares of Class B Common Stock) outstanding as of December 31, 2021, the Reporting Person beneficially owns 10.4% of the Issuer’s total outstanding Common Stock as of December 31, 2021.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Names of Person Filing:

Address or principal business office or, if none, residence:

Citizenship:

Title and Class of Securities:

CUSIP No.:

Amount beneficially owned: 18,887,852 ⁽¹⁾⁽²⁾

Percent of class: 38.6% ⁽³⁾

Number of shares as to which the person has:

Sole power to direct the vote: 2,978,564 ⁽¹⁾

Shared power to direct the vote: 15,909,288 ⁽²⁾

Sole power to dispose or to direct the disposition of: 2,978,564 ⁽¹⁾

Shared power to dispose or to direct the disposition of: 15,909,288 ⁽²⁾

Consists of (i) 480,916 shares of Class B common stock held of record by the Reporting Person; (ii) 2,339,030 shares of Class B common stock held of record by The Armon Memaran-Dadgar Living Trust for which the Reporting Person serves as trustee; (iii) 132,668 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2021; and (vi) 25,950 shares of Class B common stock issuable upon vesting of RSUs within 60 days of December 31, 2021.

Consists of (i) 15,209,288 shares of Class B common stock held of record by Armon Dadgar 2020 Charitable Trust and (ii) 700,000 shares of Class B common stock held of record by Black Swan III, LLC which the Reporting Person controls.

The Percent of Class assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock, resulting in a total of 48,971,911 shares of Class A Common Stock outstanding (which reflects the sum of (x) 30,084,059 shares of Class A Common Stock outstanding as of December 31, 2021 and (y) 18,887,852 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class B Common Stock). Based on the total of 181,051,430 shares of the Issuer’s Common Stock (including 150,967,371 shares of Class B Common Stock) outstanding as of December 31, 2021, the Reporting Person beneficially owns 10.4% of the Issuer’s total outstanding Common Stock as of December 31, 2021.

/s/ Armon Dadgar