MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP Form 4 Filed 2023-06-01

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

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1. Name and Address of Reporting Person ^*

MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

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)

2484 SAND HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2023

(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	05/30/2023		C		98,432	A	⁽¹⁾	98,432	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽²⁾
Class A Common Stock	05/30/2023		C		98,432	A	⁽¹⁾	98,432	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽³⁾
Class A Common Stock	05/30/2023		S		98,232	D	$33.1336⁽⁵⁾	200	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership
Class A Common Stock	05/30/2023		S		200	D	$34.0703⁽⁶⁾	0	I	Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽²⁾
Class A Common Stock	05/30/2023		S		98,231	D	$33.1336⁽⁵⁾	201	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽³⁾
Class A Common Stock	05/30/2023		S		201	D	$34.0703⁽⁶⁾	0	I	Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽³⁾

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⁾

05/30/2023

98,432

⁽¹⁾

Class A Common Stock

98,432

$ 0

14,366,976

Mayfield XIV, a Cayman Islands Exempted Limited Partnership⁽²⁾

Class B Common Stock

⁽¹⁾

05/30/2023

98,432

⁽¹⁾

Class A Common Stock

98,432

$ 0

1,560,508

Mayfield Select, a Cayman Islands Exempted Limited Partnership⁽³⁾

Class B Common Stock

⁽¹⁾

Class A Common Stock

345,778

MF Leaders H-E, L.P.⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAYFIELD XIV, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
Mayfield XIV Management (EGP), L.P. 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
Mayfield XIV Management (UGP), Ltd. 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
MAYFIELD SELECT, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
Mayfield Select Management (EGP), L.P. 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
Mayfield Select Management (UGP), Ltd. 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
MF Leaders H-E, L.P. 2484 SAND HILL ROAD MENLO PARK, CA 94025		X
MF Leaders Management, L.L.C. 2484 SAND HILL ROAD MENLO PARK, CA 94025		X

Explanation of Responses:

1.	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.
2.	Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company (MF XIV UGP), is the general partner of Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF XIV EGP), which is the general partner of Mayfield XIV, a Cayman Islands Exempted Limited Partnership (MF XIV). Rajeev Batra, Navin Chaddha, and Urshit Parikh, the directors of MF XIV UGP, may be deemed to share beneficial ownership of the shares owned by MF XIV, but each of the individuals disclaims such beneficial ownership.
3.	Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company (MF Select UGP), is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF Select EGP), which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership (MF Select). Messrs. Batra, Chaddha, and Parikh, the directors of MF Select UGP, may be deemed to share beneficial ownership of the shares owned by MF Select, but each of the individuals disclaims such beneficial ownership.
4.	MF Leaders Management, L.L.C. (MF Leaders GP) is the general partner of MF Leaders H-E, L.P. (MF Leaders). Mr. Chaddha, the sole member of MF Leaders GP, may be deemed to share beneficial ownership of the shares owned by MF Leaders, but disclaims such beneficial ownership.
5.	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.04 to $33.99. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6.	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.01 to $34.11. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	Signatures
	MAYFIELD XIV, a Cayman Islands Exempted Limited Partnership By: MAYFIELD XIV MANAGEMENT (EGP), L.P., its General Partner By: MAYFIELD XIV MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MAYFIELD XIV MANAGEMENT (EGP), L.P. By: MAYFIELD XIV MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MAYFIELD XIV MANAGEMENT (UGP), LTD. By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MAYFIELD SELECT, a Cayman Islands Exempted Limited Partnership By: MAYFIELD SELECT MANAGEMENT (EGP), L.P., its General Partner By: MAYFIELD SELECT MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MAYFIELD SELECT MANAGEMENT (EGP), L.P. By: MAYFIELD SELECT MANAGEMENT (UGP), LTD., its General Partner By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MAYFIELD SELECT MANAGEMENT (UGP), LTD. By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MF LEADERS H-E, L.P., a Delaware limited partnership By: MF Leaders Management, L.L.C., its General Partner By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	MF Leaders Management, L.L.C. By: /s/ Paul Kohli, Authorized Signatory	06/01/2023
	** Signature of Reporting Person	Date
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