Sec Form 13G Filing - Hashimoto Mitchell filing for HashiCorp Inc. (HCP) - 2023-02-14

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:

  Mitchell Hashimoto

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

  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

  663,332 ⁽¹⁾

  SHARED VOTING POWER

  14,179,380⁽²⁾

  SOLE DISPOSITIVE POWER

  663,332 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  14,179,380 ⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  14,842,712⁽¹⁾⁽²⁾

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

  ☐

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

  15.3%⁽³⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Consists of 663,332 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2022 held by Mitchell Hashimoto (the “Reporting Person”).

Consists of (i) 13,929,380 shares of Class B common stock held of record by the 2018 Mitchell Hashimoto Separate Property Trust dated 10-30-18 for which Mr. Hashimoto serves as trustee and (ii) 250,000 shares of Class B common stock held of record by the Hashimoto Irrevocable Trust.

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 96,792,583 shares of Class A common stock outstanding (which reflects the sum of (x) 81,949,871 shares of Class A common stock outstanding as of December 1, 2022 and (y) 14,842,712 shares of Class A common stock issuable on conversion of the Reporting Person’s Class B common stock). Based on the total of 187,968,204 shares of the Issuer’s common stock outstanding as of December 1, 2022 (as reported in the Issuer’s Form 10-Q for the quarterly period ended October 31, 2022 filed with the Securities and Exchange Commission on December 7, 2022, and including 106,018,333 shares of Class B common stock), the Reporting Person beneficially owns 7.9% of the Issuer’s total outstanding common stock as of December 31, 2022.

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: 14,842,712 ⁽¹⁾⁽²⁾

Percent of class: 15.3% ⁽³⁾

Number of shares as to which the person has:

Sole power to direct the vote: 663,332 ⁽¹⁾

Shared power to direct the vote: 14,842,712 ⁽²⁾

Sole power to dispose or to direct the disposition of: 663,332 ⁽¹⁾

Shared power to dispose or to direct the disposition of: 14,842,712 ⁽²⁾

Consists of 663,332 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2022 held by the Reporting Person.

Consists of (i) 13,929,380 shares of Class B common stock held of record by the 2018 Mitchell Hashimoto Separate Property Trust dated 10-30-18 for which Mr. Hashimoto serves as trustee and (ii) 250,000 shares of Class B common stock held of record by the Hashimoto Irrevocable Trust.

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 96,792,583 shares of Class A common stock outstanding (which reflects the sum of (x) 81,949,871 shares of Class A common stock outstanding as of December 1, 2022 and (y) 14,842,712 shares of Class A common stock issuable on conversion of the Reporting Person’s Class B common stock). Based on the total of 187,968,204 shares of the Issuer’s common stock outstanding as of December 1, 2022 (as reported in the Issuer’s Form 10-Q for the quarterly period ended October 31, 2022 filed with the Securities and Exchange Commission on December 7, 2022, and including 106,018,333 shares of Class B common stock), the Reporting Person beneficially owns 7.9% of the Issuer’s total outstanding common stock as of December 31, 2022.