HCP HashiCorp Inc

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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

 0

 SHARED VOTING POWER

 6,955,172⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 6,955,172⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 6,955,172⁽¹⁾

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

 ☐

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

 4.3%⁽²⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 IN

Consists of (i) 6,424,294 shares of Class B common stock held of record by the 2018 Mitchell Hashimoto Separate Property Trust dated 10-30-18 for which Mitchell. Hashimoto (the “Reporting Person”) serves as trustee; (ii) 107,378 shares of Class A common stock and 125,000 shares of Class B common stock held of record by the Hashimoto Irrevocable Trust for which The Goldman Sachs Trust Company serves as trustee and (iii) 298,500 shares of Class A common stock held of record by the Hashimoto 2024 Gift Trust u/a/d 6/19/2024 for which The Goldman Sachs Trust Company serves as trustee.

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 163,484,419 shares of Class A common stock outstanding (which reflects the sum of (x) 156,935,125 shares of Class A common stock outstanding as of August 23, 2024 and (y) 6,549,294 shares of Class A common stock issuable on conversion of the Reporting Person’s Class B common stock). Based on the total of 202,894,373 shares of the Issuer’s common stock outstanding as of August 23, 2024 (as reported in the Issuer’s Form 10-Q for the quarterly period ended July 31, 2024 filed with the Securities and Exchange Commission on August 29, 2024, and including 45,959,248 shares of Class B common stock), the Reporting Person beneficially owns 3.2% of the Issuer’s total outstanding common stock as of September 30, 2024.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title and Class of Securities:

CUSIP No.:

Amount beneficially owned: 6,955,172⁽¹⁾

Percent of class: 4.3% ⁽²⁾

Number of shares as to which the person has:

Sole power to direct the vote: 0

Shared power to direct the vote: 6,955,172⁽¹⁾

Sole power to dispose or to direct the disposition of: 0

Shared power to dispose or to direct the disposition of: 6,955,172⁽¹⁾

Consists of (i) 6,424,294 shares of Class B common stock held of record by the 2018 Mitchell Hashimoto Separate Property Trust dated 10-30-18 for which Mitchell. Hashimoto (the “Reporting Person”) serves as trustee; (ii) 107,378 shares of Class A common stock and 125,000 shares of Class B common stock held of record by the Hashimoto Irrevocable Trust for which The Goldman Sachs Trust Company serves as trustee and (iii) 298,500 shares of Class A common stock held of record by the Hashimoto 2024 Gift Trust u/a/d 6/19/2024 for which The Goldman Sachs Trust Company serves as trustee.

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 163,484,419 shares of Class A common stock outstanding (which reflects the sum of (x) 156,935,125 shares of Class A common stock outstanding as of August 23, 2024 and (y) 6,549,294 shares of Class A common stock issuable on conversion of the Reporting Person’s Class B common stock). Based on the total of 202,894,373 shares of the Issuer’s common stock outstanding as of August 23, 2024 (as reported in the Issuer’s Form 10-Q for the quarterly period ended July 31, 2024 filed with the Securities and Exchange Commission on August 29, 2024, and including 45,959,248 shares of Class B common stock), the Reporting Person beneficially owns 3.2% of the Issuer’s total outstanding common stock as of September 30, 2024.