0000899243-22-039457.txt : 20221228
0000899243-22-039457.hdr.sgml : 20221228
20221228174107
ACCESSION NUMBER: 0000899243-22-039457
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221226
FILED AS OF DATE: 20221228
DATE AS OF CHANGE: 20221228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KHOSLA VINOD
CENTRAL INDEX KEY: 0001032453
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 221495894
MAIL ADDRESS:
STREET 1: 2128 SAND HILL RD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VK Services, LLC
CENTRAL INDEX KEY: 0001501927
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 221495895
BUSINESS ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650) 376-8526
MAIL ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Khosla Ventures Associates V, LLC
CENTRAL INDEX KEY: 0001611145
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 221495896
BUSINESS ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-376-8526
MAIL ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Khosla Ventures V, L.P.
CENTRAL INDEX KEY: 0001611146
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 221495897
BUSINESS ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-376-8526
MAIL ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Khosla Ventures Seed C, L.P.
CENTRAL INDEX KEY: 0001627897
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 221495899
BUSINESS ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-376-8526
MAIL ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Khosla Ventures Seed Associates C, LLC
CENTRAL INDEX KEY: 0001627898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 221495898
BUSINESS ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-376-8526
MAIL ADDRESS:
STREET 1: 2128 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Gitlab Inc.
CENTRAL INDEX KEY: 0001653482
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 471861035
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 268 BUSH STREET
STREET 2: #350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 650-474-5175
MAIL ADDRESS:
STREET 1: 268 BUSH STREET
STREET 2: #350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-26
0
0001653482
Gitlab Inc.
GTLB
0001627897
Khosla Ventures Seed C, L.P.
2128 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001627898
Khosla Ventures Seed Associates C, LLC
2128 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001611146
Khosla Ventures V, L.P.
2128 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001611145
Khosla Ventures Associates V, LLC
2128 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001501927
VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
0001032453
KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK
CA
94025
0
0
1
0
Class A Common Stock
2022-12-26
4
C
0
1434995
A
1434995
I
See footnote
Class A Common Stock
2022-12-26
4
J
0
1434995
0.00
D
0
I
See footnote
Class A Common Stock
2022-12-26
4
C
0
467837
A
467837
I
See footnote
Class A Common Stock
2022-12-26
4
J
0
467837
0.00
D
0
I
See footnote
Class B Common Stock
2022-12-26
4
C
0
1434995
0.00
D
Class A Common Stock
1434995
8788186
I
See footnote
Class B Common Stock
2022-12-26
4
C
0
467837
0.00
D
Class A Common Stock
467837
3134510
I
See footnote
Each share of the Issuer's Class B Common 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 closing of the Issuer's initial public offering (the "IPO"), (ii) the death or disability of Sytse Sijbrandij, the chief executive officer of the Issuer, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock.
On December 26, 2022, Khosla Ventures Seed C, L.P. ("KV Seed C") converted 1,434,995 shares of the Issuer's Class B Common Stock into 1,434,995 shares of the Issuer's Class A Common Stock.
Consists of securities held of record by KV Seed C, of which Khosla Ventures Seed Associates C, LLC ("KVA Seed C") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Vinod 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 Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
On December 26, 2022, 1,434,995 shares of Class A Common Stock held by KV Seed C were distributed to the limited partners and general partners of KV Seed C in a pro rata distribution for no consideration. Of such distributed shares, 388,183 shares of Class A Common Stock were received by KVA Seed C. All 388,183 of the shares of Class A Common Stock distributed to KVA Seed C were subsequently distributed to VK Services.
On December 26, 2022, Khosla Ventures V, L.P. ("KV V") converted 467,837 shares of the Issuer's Class B Common Stock into 467,837 shares of the Issuer's Class A Common Stock.
Consists of securities held of record by KV V, of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod 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 Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
On December 26, 2022, 467,837 shares of Class A Common Stock held by KV V were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 174,900 shares of Class A Common Stock were received by KVA V. Of such shares, 115,049 shares of Class A Common Stock were received by VK Services. As a result of those distributions made by KVA Seed C and KVA V to VK Services on December 26, 2022 and those distributions previously made by each of KVA Seed C and KVA V to VK Services, VK Services is now the record owner of 1,660,646 shares of Common Stock.
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC, in its capacity as general partner of Khosla Ventures Seed C, L.P.
2022-12-28
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC
2022-12-28
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P.
2022-12-28
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC
2022-12-28
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC
2022-12-28
/s/ John J. Demeter, as attorney in fact for Vinod Khosla
2022-12-28