HCP HashiCorp Inc

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:

Armon Dadgar

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

3,162,928 ⁽¹⁾

SHARED VOTING POWER

14,442,948⁽²⁾

SOLE DISPOSITIVE POWER

3,162,928 ⁽¹⁾

SHARED DISPOSITIVE POWER

14,442,948 ⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

17,605,876 ⁽¹⁾⁽²⁾

10

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

☐

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

10.2%⁽³⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Consists of (i) 27,275 shares of Class A common stock and 480,916 shares of Class B common stock held of record by Armon Dadgar (the “Reporting Person”); (ii) 282,617 shares of Class A common stock and 2,057,036 shares of Class B common stock held of record by The Armon Memaran-Dadgar Living Trust for which the Reporting Person serves as trustee; and (iii) 315,084 shares of Class B common stock subject to options exercisable within 60 days of September 30, 2024.

Consists of (i) 1,520,000 shares of Class A common stock and 12,231,180 shares of Class B common stock held of record by Armon Dadgar 2020 Charitable Trust and (ii) 90,440 shares of Class A common stock and 601,328 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 172,620,669 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) 15,685,544 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 8.7% of the Issuer’s total outstanding common stock as of September 30, 2024.

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: 17,605,876 ⁽¹⁾⁽²⁾

Percent of class: 10.2% ⁽³⁾

Number of shares as to which the person has:

Sole power to direct the vote: 3,162,928⁽¹⁾

Shared power to direct the vote: 14,442,948⁽²⁾

Sole power to dispose or to direct the disposition of: 3,162,928⁽¹⁾

Shared power to dispose or to direct the disposition of: 14,442,948⁽²⁾

Consists of (i) 27,275 shares of Class A common stock and 480,916 shares of Class B common stock held of record by Reporting Person; (ii) 282,617 shares of Class A common stock and 2,057,036 shares of Class B common stock held of record by The Armon Memaran-Dadgar Living Trust for which the Reporting Person serves as trustee; and (iii) 315,084 shares of Class B common stock subject to options exercisable within 60 days of September 30, 2024.

Consists of (i) 1,520,000 shares of Class A common stock and 12,231,180 shares of Class B common stock held of record by Armon Dadgar 2020 Charitable Trust and (ii) 90,440 shares of Class A common stock and 601,328 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 172,620,669 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) 15,685,544 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 8.7% of the Issuer’s total outstanding common stock as of September 30, 2024.