Filing Details

Accession Number:
0001193125-24-036276
Form Type:
13G Filing
Publication Date:
2024-02-13 19:00:00
Filed By:
Khosla Ventures Seed C, L.p.
Company:
Gitlab Inc.
Filing Date:
2024-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Khosla Ventures Seed C 0 4,483,201 0 4,483,201 4,483,201 3.9%
Khosla Ventures Seed Associates C 0 4,483,201 0 4,483,201 4,483,201 3.9%
Khosla Ventures V 0 1,730,999 0 1,730,999 1,730,999 1.5%
Khosla Ventures Associates V 0 1,730,999 0 1,730,999 1,730,999 1.5%
VK Services 0 7,939,304 0 7,939,304 7,939,304 7.0%
Vinod Khosla 0 10,426,229 0 10,426,229 10,426,229 9.1%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

GitLab Inc.

(Name of Issuer)

Class A Common Stock, $0.0000025 par value per share

(Title of Class of Securities)

37637K108

(CUSIP Number)

December 31, 2023

(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 persons 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. 37637K108

 

 1   

 NAMES OF REPORTING PERSONS

 

 Khosla Ventures Seed C, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 4,483,201 (2)

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 4,483,201 (2)

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 4,483,201 (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)

 

 3.9% (3)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

(1)

This statement on Schedule 13G is filed by Khosla Ventures Seed C, L.P. (KV Seed C), Khosla Ventures Seed Associates C, LLC (KVA Seed C), Khosla Ventures V, L.P. (KV V), Khosla Ventures Associates V, LLC (KVA V), VK Services, LLC (VK Services) and Vinod Khosla (Khosla, together with KV Seed C, KVA Seed C, KV V, KVA V and VK Services, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)

All of the shares of Class A Common Stock beneficially owned by KV Seed C are comprised of Class B Common Stock held by KV Seed C, of which KVA Seed C is the general partner. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV Seed C, and each of KVA Seed C, VK Services and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.


CUSIP No. 37637K108

 

 1   

 NAMES OF REPORTING PERSONS

 

 Khosla Ventures Seed Associates C, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 4,483,201 (2)

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 4,483,201 (2)

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 4,483,201 (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)

 

 3.9% (3)

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)

All of the shares of Class A Common Stock beneficially owned by KVA Seed C are comprised of Class B Common Stock held by KV Seed C, of which KVA Seed C is the general partner. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV Seed C, and each of KVA Seed C, VK Services and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C.

 

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.


CUSIP No. 37637K108

 

 1   

 NAMES OF REPORTING PERSONS

 

 Khosla Ventures V, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 1,730,999 (2)

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 1,730,999 (2)

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,730,999 (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)

 

 1.5% (3)

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)

All of the shares of Class A Common Stock beneficially owned by KV V are comprised of Class B Common Stock held by KV V, of which KVA V is the general partner. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.


CUSIP No. 37637K108

 

 1   

 NAMES OF REPORTING PERSONS

 

 Khosla Ventures Associates V, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 1,730,999 (2)

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 1,730,999 (2)

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,730,999 (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)

 

 1.5% (3)

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)

All of the shares of Class A Common Stock beneficially owned by KVA V are comprised of Class B Common Stock held by KV V, of which KVA V is the general partner. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V.

 

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.


CUSIP No. 37637K108

 

 1   

 NAMES OF REPORTING PERSONS

 

 VK Services, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 7,939,304 (2)

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 7,939,304 (2)

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 7,939,304 (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)

 

 7.0% (3)

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)

6,214,200 of the shares of Class A Common Stock beneficially owned by VK Services are comprised of shares of Class B Common Stock held by KV Seed C and KV V. The remaining 1,725,104 shares are comprised of shares of Class A Common Stock held by VK Services. KVA Seed C is the general partner of KV Seed C and KVA V is the general partner of KV V. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV Seed C, and each of KVA Seed C, VK Services and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.


CUSIP No. 37637K108

 

 1   

 NAMES OF REPORTING PERSONS

 

 Vinod Khosla

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 10,426,229 (2)

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 10,426,229 (2)

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 10,426,229 (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)

 

 9.1% (3)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN

 

(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)

6,214,200 of the shares of Class A Common Stock beneficially owned by Khosla are comprised of Class B Common Stock held by KV Seed C and KV V. The remaining 4,212,029 of the shares of Class A Common Stock beneficially owned by Khosla are comprised of Class A Common Stock held by entities owned or controlled by Khosla. KVA Seed C is the general partner of KV Seed C and KVA V is the general partner of KV V. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV Seed C, and each of KVA Seed C, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Khosla holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.


This Amendment No. 2 to the statement on Schedule 13G (this Amendment No. 2) amends and restates the statement on Schedule 13G filed on February 14, 2023 (the Schedule 13G).

 

Item 1(a).

Name of Issuer:

GitLab Inc.

 

Item 1(b).

Address of Issuers Principal Executive Offices:

268 Bush Street #350

San Francisco, CA 94104

 

Item 2(a).

Name of Person(s) Filing:

Khosla Ventures Seed C, L.P. (KV Seed C)

Khosla Ventures Seed Associates C, LLC (KVA Seed C)

Khosla Ventures V, L.P. (KV V)

Khosla Ventures Associates V, LLC (KVA V)

VK Services, LLC (VK Services)

Vinod Khosla (Khosla)

 

Item 2(b).

Address of Principal Business Office:

Khosla Ventures

2128 Sand Hill Road

Menlo Park, California 94025

 

Item 2(c).

Citizenship:

 

KV Seed C

  

Delaware, United States of America

KVA Seed C

  

Delaware, United States of America

KV V

  

Delaware, United States of America

KVA V

  

Delaware, United States of America

VK Services

  

Delaware, United States of America

Khosla

  

United States of America

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.0000025per share.

 

Item 2(e).

CUSIP Number:

37637K108

 

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:

The following information with respect to the beneficial ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2023:

 

Reporting

Persons (2)

  

Shares
Held

Directly

    

Sole

Voting

Power

    

Shared

Voting

Power (1)

    

Sole

Dispositive

Power

    

Shared

Dispositive

Power (1)

    

Beneficial

Ownership

(1)

    

Percent

of Class

(1, 3)

 

KV Seed C

     4,483,201        0        4,483,201        0        4,483,201        4,483,201        3.9  

KVA Seed C

     0        0        4,483,201        0        4,483,201        4,483,201        3.9  

KV V

     1,730,999        0        1,730,999        0        1,730,999        1,730,999        1.5  

KVA V

     0        0        1,730,999        0        1,730,999        1,730,999        1.5  

VK Services

     1,725,104        0        7,939,304        0        7,939,304        7,939,304        7.0  

Khosla

     0        0        10,426,229        0        10,426,229        10,426,229        9.1  

 

(1)

Represents the number of shares of Class A Common Stock and the number of shares of Class A Common Stock issuable upon exercise or conversion of options, warrants and other convertible securities (including shares of Class B Common Stock) that are exercisable or convertible within 60 days of the date of this statement on Schedule 13G currently beneficially owned by the Reporting Persons.

(2)

Khosla is the managing member of VK Services, which is the sole manager of KVA Seed C, which serves as the general partner of KV Seed C. Each of KVA Seed C, VK Services and Khosla may be deemed to possess voting and investment control over the securities held by KV Seed C, and each of KVA Seed C, VK Services and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Khosla is the managing member of VK Services, which is the sole manager of KVA V, which serves as the general partner of KV V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B Common Stock into Class A Common Stock and are calculated based on 107.9 million shares of the Class A Common Stock outstanding as of November 27, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023.

 

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 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.

Certifications:

Not applicable.


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 14, 2024

 

KHOSLA VENTURES SEED C, L.P.
By:   Khosla Ventures Seed Associates C, LLC, a
  Delaware limited liability company and general partner of Khosla Ventures Seed C, L.P.
By:  

/s/ Vinod Khosla

  Vinod Khosla, Managing Member
KHOSLA VENTURES SEED ASSOCIATES C, LLC
By:  

/s/ Vinod Khosla

  Vinod Khosla, Managing Member
KHOSLA VENTURES V, L.P.
By:   Khosla Ventures Associates V, LLC, a
 

Delaware limited liability company and

general partner of Khosla Ventures V, L.P.

By:  

/s/ Vinod Khosla

  Vinod Khosla, Managing Member
KHOSLA VENTURES ASSOCIATES V, LLC
By:  

/s/ Vinod Khosla

  Vinod Khosla, Managing Member
VK SERVICES, LLC
By:  

/s/ Vinod Khosla

  Vinod Khosla, Manager
By:  

/s/ Vinod Khosla

  Vinod Khosla

Exhibit:

99.1: Joint Filing Statement