0000899243-23-016712.txt : 20230629 0000899243-23-016712.hdr.sgml : 20230629 20230629172754 ACCESSION NUMBER: 0000899243-23-016712 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230627 FILED AS OF DATE: 20230629 DATE AS OF CHANGE: 20230629 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: 231058598 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: 231058599 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: 231058600 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: 231058601 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: 231058603 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: 231058602 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 X0407 4 2023-06-27 1 0001653482 Gitlab Inc. GTLB 0001627897 Khosla Ventures Seed C, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 Former 10% Owner 0001627898 Khosla Ventures Seed Associates C, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 Former 10% Owner 0001611146 Khosla Ventures V, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 Former 10% Owner 0001611145 Khosla Ventures Associates V, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 Former 10% Owner 0001501927 VK Services, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 Former 10% Owner 0001032453 KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 Former 10% Owner 0 Class A Common Stock 2023-06-27 4 C 0 1434995 A 1434995 I See footnote Class A Common Stock 2023-06-27 4 J 0 1434995 0.00 D 0 I See footnote Class A Common Stock 2023-06-27 4 C 0 467837 A 467837 I See footnote Class A Common Stock 2023-06-27 4 J 0 467837 0.00 D 0 I See footnote Class B Common Stock 2023-06-27 4 C 0 1434995 0.00 D Class A Common Stock 1434995 7353191 I See footnote Class B Common Stock 2023-06-27 4 C 0 467837 0.00 D Class A Common Stock 467837 2666673 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 June 27, 2023, 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 June 27, 2023, 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. 388,183 shares of Class A Common Stock distributed to KVA Seed C were subsequently distributed to VK Services. On June 27, 2023, 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 June 27, 2023, 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, 174,901 shares of Class A Common Stock were received by KVA V. Of such shares, 115,048 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 June 27, 2023 and those distributions previously made by each of KVA Seed C and KVA V to VK Services, VK Services and its affiliates are now the record owners of 2,163,877 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. 2023-06-29 /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 2023-06-29 /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. 2023-06-29 /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 2023-06-29 /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 2023-06-29 /s/ John J. Demeter, as attorney in fact for Vinod Khosla 2023-06-29