GGV Capital V L.P. Form 4 Filed 2022-09-09

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

GGV Capital V L.L.C.

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

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

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

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 4, SUITE 230

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2022

(Street)

MENLO PARK, CA 94025

(City)

(State)

(Zip)

4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/07/2022		C		2,098,692	A	$ 0 ⁽¹⁾	2,098,692	I	By GGV Capital V L.P.⁽²⁾
Class A Common Stock	09/07/2022		C		77,022	A	$ 0 ⁽¹⁾	77,022	I	By GGV Capital V Entrepreneurs Fund L.P.⁽³⁾
Class A Common Stock	09/07/2022		J⁽⁴⁾		2,098,692	D	$ 0	0	I	By GGV Capital V L.P.⁽²⁾
Class A Common Stock	09/07/2022		J⁽⁵⁾		77,022	D	$ 0	0	I	By GGV Capital V Entrepreneurs Fund L.P.⁽³⁾
Class A Common Stock	09/07/2022		J⁽⁶⁾		457,974	A	$ 0	457,974	D⁽⁷⁾
Class A Common Stock	09/07/2022		J⁽⁸⁾		401,513	D	$ 0	56,461	D⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

09/07/2022

2,098,692

⁽⁹⁾

Class A Common Stock

2,098,692

⁽⁹⁾

18,888,230

By GGV Capital V L.P.⁽²⁾

Class B Common Stock

⁽¹⁾

09/07/2022

77,022

⁽⁹⁾

Class A Common Stock

77,022

⁽⁹⁾

693,198

By GGV Capital V Entrepreneurs Fund L.P.⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GGV Capital V L.L.C. 3000 SAND HILL ROAD BUILDING 4, SUITE 230 MENLO PARK, CA 94025		X
GGV Capital V L.P. 3000 SAND HILL ROAD BUILDING 4, SUITE 230 MENLO PARK, CA 94025		X
GGV Capital V Entrepreneurs Fund L.P. 3000 SAND HILL ROAD BUILDING 4, SUITE 230 MENLO PARK, CA 94025		X

Explanation of Responses:

1.	Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration at the option of the Reporting Person and had no expiration date.
2.	The shares are held of record by GGV Capital V L.P. ("GGV V LP"). GGV Capital V L.L.C. ("GGV V LLC") serves as the general partner of GGV V LP and may be deemed to have voting and dispositive power over the shares held by GGV V LP. GGV V LLC disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
3.	The shares are held of record by GGV Capital V Entrepreneurs Fund L.P. ("GGV Entrepreneurs"). GGV V LLC serves as the general partner of GGV Entrepreneurs and may be deemed to have voting and dispositive power over the shares held by GGV Entrepreneurs. GGV V LLC disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
4.	Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV V LP to its general partner and limited partners without additional consideration.
5.	Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV Entrepreneurs to its limited partners without additional consideration.
6.	Represents receipt of shares in the distribution in kind described in footnote (4).
7.	The shares are held of record by GGV V LLC.
8.	Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by GGV V LLC to its members without additional consideration.
9.	Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

	Signatures
	GGV Capital V L.L.C., by /s/ Glenn Solomon, Managing Director	09/09/2022
	GGV Capital V L.P., by GGV Capital V L.L.C., its General Partner, by /s/ Glenn Solomon, Managing Director	09/09/2022
	GGV Capital V Entrepreneurs Fund L.P., by GGV Capital V L.L.C., its General Partner, by /s/ Glenn Solomon, Managing Director	09/09/2022
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.