SC 13G/A

Names of Reporting Persons

Mayfield XIV, a Cayman Islands Exempted Limited Partnership

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

SC 13G/A 1 d409899dsc13ga.htm SC 13G/A SC 13G/A

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

HashiCorp, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

418100103

(CUSIP Number)

December 31, 2022

(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)

☒ 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).


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ITEM 1. (a) Name of Issuer:

HashiCorp, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

101 Second Street, Suite 700, San Francisco, CA 94105

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i)

Mayfield XIV, a Cayman Islands Exempted Limited Partnership (“MF XIV”),

(ii)

Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF XIV EGP”),

(iii)

Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF XIV UGP”),

(iv)

Mayfield Select, a Cayman Islands Exempted Limited Partnership (“MF Select”),

(v)

Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF Select EGP”),

(vi)

Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF Select UGP”),

(vii)

MF Leaders H-E, L.P. (“MF Leaders”), and

(viii)

MF Leaders Management, L.L.C. (“MF Leaders GP”).

(b)

Address or Principal Business Office:

The principal business address of each of the Reporting Persons is 2484 Sand Hill Road, Menlo Park, CA 94025.

(c)

Citizenship of each Reporting Person is:

MF Leaders and MF Leaders GP are organized under the laws of the state of Delaware. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.000015 per share (“Class A Common Stock”).


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(e)

CUSIP Number:

418100103

ITEM 3.

Not applicable.


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ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 81,949,871 shares of Class A Common Stock outstanding as of December 1, 2022, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2022.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Mayfield XIV, a Cayman Islands Exempted Limited Partnership		14,666,976		15.2	%		0		14,666,976		0		14,666,976
Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership		14,666,976		15.2	%		0		14,666,976		0		14,666,976
Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company		14,666,976		15.2	%		0		14,666,976		0		14,666,976
Mayfield Select, a Cayman Islands Exempted Limited Partnership		1,860,508		2.2	%		0		1,860,508		0		1,860,508
Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership		1,860,508		2.2	%		0		1,860,508		0		1,860,508
Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company		1,860,508		2.2	%		0		1,860,508		0		1,860,508
MF Leaders H-E, L.P.		345,778		0.4	%		0		345,778		0		345,778
MF Leaders Management, L.L.C.		345,778		0.4	%		0		345,778		0		345,778

MF XIV may be deemed to beneficially own 14,666,976 shares of Class A Common Stock issuable upon conversion of 14,666,976 shares of Class B Common Stock. MF XIV UGP is the general partner of MF XIV EGP, which is the general partner of MF XIV. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by MF XIV, but each such entity disclaims any such beneficial ownership.


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MF Select may be deemed to beneficially own 1,860,508 shares of Class A Common Stock issuable upon conversion of 1,860,508 shares of Class B Common Stock. MF Select UGP is the general partner of MF Select EGP, which is the general partner of MF Select. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by MF Select, but each such entity disclaims any such beneficial ownership.

MF Leaders may be deemed to beneficially own 345,778 shares of Class A Common Stock issuable upon conversion of 345,778 shares of Class B Common Stock. MF Leaders GP is the general partner of MF Leaders and may be deemed to share beneficial ownership of the securities held of record by MF Leaders. MF Leaders GP disclaims any such beneficial ownership.

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

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.


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SIGNATURE

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.

Date: February 8, 2023


Mayfield XIV, a Cayman Islands Exempted Limited Partnership

By:		Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, its general partner
By:		Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company, its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield XIV Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership

By:		Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company, its general partner


By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield XIV Management (UGP), Ltd., a Cayman Islands Exempted Company

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory


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Mayfield Select, a Cayman Islands Exempted Limited Partnership

By:		Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, its general partner
By:		Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company, its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership

By:		Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company, its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory


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MF Leaders H-E, L.P.

By:		MF Leaders Management, L.L.C., its general partner

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory

MF Leaders Management, L.L.C.

By:		/s/ Paul Kohli
Name:		Paul Kohli
Title:		Authorized Signatory


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement (previously filed).

SEC Form SC 13G/A filed by HashiCorp Inc. (Amendment)