SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
HashiCorp, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.000015 per share
(Title of Class of Securities)
418100103
(CUSIP Number)
September 30, 2024
(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 | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
x |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12. | Type of Reporting Person (see instructions) PN | |
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 | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
x |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12. | Type of Reporting Person (see instructions) OO | |
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 | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
x |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12. | Type of Reporting Person (see instructions) OO | |
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 | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
x |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12. | Type of Reporting Person (see instructions) PN | |
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 | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
x |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12. | Type of Reporting Person (see instructions) OO | |
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 | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
x |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12. | Type of Reporting Person (see instructions) OO | |
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 November 14, 2024:
| Reporting Persons | Class A Common Stock Held Directly |
Class B Common Stock Held Directly |
Shared Voting Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage
of Class |
||||||||||||||||||
| RO II | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||
| ROA II | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||
| RO II LLC | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||
| RO III | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||
| ROA III | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||
| RO III LLC | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||
| 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: x
| 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.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
Page 9
| 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: November 14, 2024
| 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 10