Form 4: HashiCorp Executive Susan St. Ledger Disposes of Shares and RSUs Following IBM Merger
SEC Form 4 Filing
Following the merger agreement between HashiCorp and IBM, Susan St. Ledger, President of Worldwide Field Ops at HashiCorp, reports the disposal of shares and restricted stock units (RSUs) as part of the merger consideration and conversion of RSUs into IBM stock.
Summary
- Susan St. Ledger, President, Worldwide Field Ops at HashiCorp, filed a Form 4 detailing changes in beneficial ownership.
- The filing reports transactions occurring on February 27, 2025, related to the merger between HashiCorp and International Business Machines Corporation.
- St. Ledger disposed of 189,375 shares of Class A Common Stock, which were canceled and converted into the right to receive $35.00 per share in cash as per the merger agreement.
- She also disposed of 262,423 Restricted Stock Units (RSUs), which were canceled in exchange for the right to receive cash equal to the Per Share Price multiplied by the number of shares covered by the RSUs.
- Additionally, 200,000 RSUs were converted into restricted stock units for 27,200 shares of IBM common stock.
- St. Ledger also disposed of 106,800 shares of Class B Common Stock, which were also canceled and converted into the right to receive $35.00 per share.
Sentiment
Score: 5
Explanation: Neutral sentiment as the document primarily reports transactions related to a previously announced merger. It doesn't convey positive or negative implications beyond the factual reporting of stock and RSU conversions.
Future Outlook
The document does not contain specific forward-looking statements beyond the completion of the merger with IBM and the subsequent conversion of stock and RSUs.
Industry Context
This announcement reflects the completion of a significant merger in the technology sector, where IBM acquired HashiCorp. Such acquisitions often lead to changes in stock ownership and executive compensation structures, as reflected in this Form 4 filing.
Stakeholder Impact
- Shareholders received $35.00 per share as part of the merger consideration.
- Employees with RSUs either received cash or IBM stock depending on the terms of their agreements.
Key Dates
| Date | Description |
|---|---|
| April 24, 2024 | Date of the Agreement and Plan of Merger between HashiCorp, IBM, and McCloud Merger Sub, Inc. |
| February 27, 2025 | Date of the transactions reported in the Form 4 filing. |
| March 20, 2025 | Beginning date of the remaining RSUs vesting in six equal quarterly installments. |
| March 03, 2025 | Date of signature of the Form 4 filing. |
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