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Filing Details

Accession Number:: 0000899243-21-040556
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-18 21:35:53
Reporting Period:: 2021-10-18

Accepted Time:: 2021-10-18 21:35:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1653482	Gitlab Inc.	GTLB	Services-Prepackaged Software (7372)	471861035

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1678064	Iconiq Strategic Partners Iii, L.p.	C/O Iconiq Capital, 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1688124	J.g. William Griffith	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1688143	Divesh Makan	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1816067	Iconiq Strategic Partners V, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1816068	Iconiq Strategic Partners V-B, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1825883	Iconiq Strategic Partners V Gp, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1825921	Iconiq Strategic Partners V Tt Gp, Ltd.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-10-18	129,400	$77.00	129,400	No	4	P	Indirect	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock	Acquisiton	2021-10-18	195,650	$77.00	195,650	No	4	P	Indirect	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	Acquisiton	2021-10-18	144,598	$77.00	144,598	No	4	P	Indirect	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	Acquisiton	2021-10-18	180,452	$77.00	180,452	No	4	P	Indirect	By ICONIQ Strategic Partners VI-B, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By ICONIQ Strategic Partners V, L.P.
No	4	P	Indirect	By ICONIQ Strategic Partners V-B, L.P.
No	4	P	Indirect	By ICONIQ Strategic Partners VI, L.P.
No	4	P	Indirect	By ICONIQ Strategic Partners VI-B, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series D Preferred Stock	Disposition	2021-10-18	4,139,080	$0.00	4,139,080	$0.00
Class B Common Stock	Series D Preferred Stock	Disposition	2021-10-18	4,422,660	$0.00	4,422,660	$0.00
Class B Common Stock	Series E Preferred Stock	Disposition	2021-10-18	440,724	$0.00	440,724	$0.00
Class B Common Stock	Series E Preferred Stock	Disposition	2021-10-18	470,918	$0.00	470,918	$0.00
Class B Common Stock	Series E Preferred Stock	Disposition	2021-10-18	686,248	$0.00	686,248	$0.00
Class B Common Stock	Series E Preferred Stock	Disposition	2021-10-18	1,137,036	$0.00	1,137,036	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-10-18	4,579,804	$0.00	4,579,804	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-10-18	4,893,578	$0.00	4,893,578	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-10-18	686,248	$0.00	686,248	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-10-18	1,137,036	$0.00	1,137,036	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
0	No	4	C	Indirect
0	No	4	C	Direct
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
5,504,195	No	4	C	Direct
5,881,302	No	4	C	Indirect
1,382,283	No	4	C	Indirect
2,290,287	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	556,335	Direct
Class A Common Stock	594,449	Indirect	By ICONIQ Strategic Partners III-B, L.P.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			163,011	163,011	Indirect
Class A Common Stock	Class B Common Stock	$0.00			251,126	251,126	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	163,011	163,011	Indirect
	251,126	251,126	Indirect

Footnotes

These shares were purchased from the underwriters at the closing of the Issuer's initial public offering ("IPO").
The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP.
(Continued form Footnote 10) ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP.
Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Each share of Series D Preferred Stock and Series E Preferred Stock (together, the "Preferred Stock") automatically converted into one share of Class B Stock immediately prior to the closing of the IPO. The Preferred Stock had no expiration date.
Each share of the Issuer's Class B common stock (the "Class B Stock") is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the date of the IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Stock (including shares of Class B Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Stock.