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 $0.00015 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:
x Rule 13d-1(b)
o Rule 13d-1(c)
o 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
SCHEDULE 13G
Page 2 of 8 Pages
1
NAME OF REPORTING PERSONS
Holocene Advisors, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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
771,933
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
771,933
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
771,933
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05%
12
TYPE OF REPORTING PERSON
PN, IA
CUSIP No. 418100103
SCHEDULE 13G
Page 3 of 8 Pages
1
NAME OF REPORTING PERSONS
J. Brandon Haley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
771,933
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
771,933
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
771,933
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05%
12
TYPE OF REPORTING PERSON
IN, HC
CUSIP No. 418100103
SCHEDULE 13G
Page 4 of 8 Pages
Item 1.
(a) Name of Issuer
HashiCorp, Inc.
Item 1.
(b) Address of Issuer’s Principal Executive Offices
101 Second Street, Suite 700
San Francisco, CA 94105
Item 2.
(a) Names of Person Filing
This statement is filed by Holocene Advisors, LP (the “Investment Manager”) and J. Brandon Haley (“Mr. Haley”). The foregoing persons are hereinafter sometimes referred to as the “Reporting Persons.”
The Investment Manager is a registered investment adviser and serves as the investment manager of certain private investment funds, including Holocene Advisors Master Fund Ltd. (the “Investment Fund”). Mr. Haley may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Haley indirectly controls the Investment Manager.
The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein.
Item 2.
(b) Address of Principal Business Office
Holocene Advisors, LP
15 East 26th Street, 8th Floor
New York, NY 10010
J. Brandon Haley
c/o Holocene Advisors, LP
15 East 26th Street, 8th Floor
New York, NY 10010
Item 2.
(c) Citizenship or Place of Organization
Investment Manager – Delaware
Mr. Haley – United States of America
Item 2.
(d) Title of Class of Securities
Class A common stock, Par Value $0.00015 Per Share
Item 2.
(e) CUSIP No.:
418100103
CUSIP No. 418100103
SCHEDULE 13G
Page 5 of 8 Pages
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
¨
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
¨
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
CUSIP No. 418100103
SCHEDULE 13G
Page 6 of 8 Pages
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 771,933
(b) Percent of class: 5.05%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 771,933
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 771,933
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 person has 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
The Investment Fund has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 418100103
SCHEDULE 13G
Page 7 of 8 Pages
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.
Dated: February 14, 2022
Holocene Advisors, LP
By:
/s/ Eric M. Albert
Name: Eric M. Albert
Title: Chief Compliance Officer
J. Brandon Haley
By:
/s/ J. Brandon Haley
J. Brandon Haley
CUSIP No. 418100103
SCHEDULE 13G
Page 8 of 8 Pages
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2022
Holocene Advisors, LP
By:
/s/ Eric M. Albert
Name: Eric M. Albert
Title: Chief Compliance Officer
J. Brandon Haley
By:
/s/ J. Brandon Haley
J. Brandon Haley
We use cookies on this site to provide a more responsive and personalized service. Continuing to browse, clicking I Agree, or closing this banner indicates agreement. See our Cookie Policy for more information.
