SC 13G 1 tm226368d1_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ) *

HashiCorp, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.000015 per share

(Title of Class of Securities)

418100103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 418100103	13G

1.	Names of Reporting Persons Redpoint Omega II, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

17,137,796 (2)

Sole Dispositive Power

Shared Dispositive Power

17,137,796 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,137,796 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 9.6% of Common Stock (52.8% of Class A Common Stock) (3)(4)(5)
12.	Type of Reporting Person (see instructions) PN

(1)

This statement on Schedule 13G is filed by Redpoint Omega II, L.P. (“RO II”), Redpoint Omega Associates II, LLC (“ROA II”), Redpoint Omega II, LLC (“RO II LLC”), Redpoint Omega III, L.P. (“RO III”), Redpoint Omega Associates III, LLC (“ROA III”) and Redpoint Omega III, LLC (“RO III LLC,” together with RO II, ROA II, RO III LLC, RO III and ROA III, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of (i) 16,623,670 shares of Class B Common Stock held by RO II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons, and (ii) 514,126 shares of Class B Common Stock held by ROA II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the ownership of ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021.

(3)

The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated December 8, 2021 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).

(4)

The Class A Common Stock beneficial ownership percentage is based on 15,300,000 shares of the Issuer’s Class A Common Stock outstanding as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person.

(5)

The shares held by the Reporting Persons represent 10.4% of the combined voting power of the Issuer’s Common Stock.

Page 2

CUSIP No. 418100103	13G

1.	Names of Reporting Persons Redpoint Omega Associates II, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

17,137,796 (2)

Sole Dispositive Power

Shared Dispositive Power

17,137,796 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,137,796 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 9.6% of Common Stock (52.8% of Class A Common Stock) (3)(4)(5)
12.	Type of Reporting Person (see instructions) OO

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

(4)

(5)

The shares held by the Reporting Persons represent 10.4% of the combined voting power of the Issuer’s Common Stock.

Page 3

CUSIP No. 418100103	13G

1.	Names of Reporting Persons Redpoint Omega II, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

17,137,796 (2)

Sole Dispositive Power

Shared Dispositive Power

17,137,796 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,137,796 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 9.6% of Common Stock (52.8% of Class A Common Stock) (3)(4)(5)
12.	Type of Reporting Person (see instructions) OO

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

(4)

(5)

The shares held by the Reporting Persons represent 10.4% of the combined voting power of the Issuer’s Common Stock

Page 4

CUSIP No. 418100103	13G

1.	Names of Reporting Persons Redpoint Omega III, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

691,558 (2)

Sole Dispositive Power

Shared Dispositive Power

691,558 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 691,558 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.4% of Common Stock (4.3% of Class A Common Stock) (3)(4)(5)
12.	Type of Reporting Person (see instructions) PN

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of (i) 660,438 shares of Class B Common Stock held by RO III, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons, and (ii) 31,120 shares of Class B Common Stock held by ROA III, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO III LLC serves as the sole general partner of RO III and the managers of RO III LLC commonly control ROA III. As such, RO III LLC possesses power to direct the voting and disposition of the shares owned by RO III and ROA III and may be deemed to have indirect beneficial ownership of the shares held by RO III and ROA III. RO III LLC owns no securities of the Issuer directly. The information with respect to the ownership of ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021.

(3)

The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

(4)

(5)

The shares held by the Reporting Persons represent 0.4% of the combined voting power of the Issuer’s Common Stock.

Page 5

CUSIP No. 418100103	13G

1.	Names of Reporting Persons Redpoint Omega Associates III, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

691,558 (2)

Sole Dispositive Power

Shared Dispositive Power

691,558 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 691,558 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.4% of Common Stock (4.3% of Class A Common Stock) (3)(4)(5)
12.	Type of Reporting Person (see instructions) OO

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

(4)

(5)

The shares held by the Reporting Persons represent 0.4% of the combined voting power of the Issuer’s Common Stock.

Page 6

CUSIP No. 418100103	13G

1.	Names of Reporting Persons Redpoint Omega III, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

691,558 (2)

Sole Dispositive Power

Shared Dispositive Power

691,558 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 691,558 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.4% of Common Stock (4.3% of Class A Common Stock) (3)(4)(5)
12.	Type of Reporting Person (see instructions) OO

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

(4)

(5)

The shares held by the Reporting Persons represent 0.4% of the combined voting power of the Issuer’s Common Stock

Page 7

CUSIP No. 418100103

13G

Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of Class A common stock of HashiCorp, Inc. (the “Issuer”).

Item 1(a).

Name of Issuer:

HashiCorp, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Officers:

101 Second Street, Suite 700

San Francisco, CA 94105

Item 2(a).

Name of Person(s) Filing:

Redpoint Omega II, L.P. (“RO II”)

Redpoint Omega Associates II, LLC (“ROA II”)

Redpoint Omega II, LLC (“RO II LLC”)

Redpoint Omega III, L.P. (“RO III”)

Redpoint Omega Associates III, LLC (“ROA III”)

Redpoint Omega III, LLC (“RO III LLC”)

Item 2(b).

Address of Principal Business Office:

Redpoint Ventures

2969 Woodside Road

Woodside, California 94062

Item 2(c).

Citizenship:

RO II is a Delaware limited partnership

ROA II is a Delaware limited liability company

RO II LLC is a Delaware limited liability company

RO III is a Delaware limited partnership

ROA III is a Delaware limited liability company

RO III LLC is a Delaware limited liability company

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.000015 per share

Item 2(e).

CUSIP Number:

418100103

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4(a).

Amount Beneficially Owned:

Item 4(b).

Percent of Class:

Item 4(c).

Number of shares as to which such persons have:

Page 8

CUSIP No. 418100103

13G

The following information with respect to the ownership of Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021:

Reporting Persons	Class A Common Stock Held Directly (1)		Class B Common Stock Held Directly (1)		Shared Voting Power (1)		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (1)(2)(3)
RO II (4)		0		16,623,670		17,137,796		17,137,796		17,137,796	9.6% of Common Stock (52.8% of Class A Common Stock)
ROA II (4)		0		514,126		17,137,796		17,137,796		17,137,796	9.6% of Common Stock (52.8% of Class A Common Stock)
RO II LLC (4)(5)		0		0		17,137,796		17,137,796		17,137,796	9.6% of Common Stock (52.8% of Class A Common Stock)
RO III (6)		0		660,438		691,558		691,558		691,558	0.4% of Common Stock (4.3% of Class A Common Stock)
ROA III (6)		0		31,120		691,558		691,558		691,558	0.4% of Common Stock (4.3% of Class A Common Stock)
RO III LLC (6)(7)		0		0		691,558		691,558		691,558	0.4% of Common Stock (4.3% of Class A Common Stock)

(1) Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2021.

(2) The Common Stock beneficial ownership percentage is based on a total of 178,887,670 shares of Common Stock (15,300,000 shares of Class A Common Stock and 163,587,670 shares of Class B Common Stock) outstanding as of as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

(3) The Class A Common Stock beneficial ownership percentage is based on 15,300,000 shares of the Issuer’s Class A Common Stock outstanding as of December 13, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person.

(4) The shares held by the Reporting Persons represent 10.4% of the combined voting power of the Issuer’s Common Stock.

(5) RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly.

(6) The shares held by the Reporting Persons represent 0.4% of the combined voting power of the Issuer’s Common Stock.

(7) RO III LLC serves as the sole general partner of RO III and the managers of RO III LLC commonly control ROA III. As such, RO III LLC possesses power to direct the voting and disposition of the shares owned by RO III and ROA III and may be deemed to have indirect beneficial ownership of the shares held by RO III and ROA III. RO III LLC owns no securities of the Issuer directly.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Page 9

CUSIP No. 418100103

13G

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

Not applicable.

Page 10

CUSIP No. 418100103

13G

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

	REDPOINT OMEGA II, L.P.
	By its General Partner, Redpoint Omega II, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA ASSOCIATES II, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA II, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA III, L.P.
	By its General Partner, Redpoint Omega III, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA ASSOCIATES III, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA III, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

Exhibit(s):

99.1: Joint Filing Statement

Page 11

CUSIP No. 418100103

13G

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of common stock of HashiCorp, Inc.

Dated: February 11, 2022

	REDPOINT OMEGA II, L.P.
	By its General Partner, Redpoint Omega II, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA ASSOCIATES II, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA II, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA III, L.P.
	By its General Partner, Redpoint Omega III, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA ASSOCIATES III, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

	REDPOINT OMEGA III, LLC

	By:	/s/ Scott Raney
	Scott Raney
	Managing Director

Page 12

SEC Form SC 13G filed by HashiCorp Inc.