0001209191-21-060408.txt : 20211013
0001209191-21-060408.hdr.sgml : 20211013
20211013191814
ACCESSION NUMBER: 0001209191-21-060408
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20211013
FILED AS OF DATE: 20211013
DATE AS OF CHANGE: 20211013
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CARLBORG W ERIC
CENTRAL INDEX KEY: 0001191203
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 211322185
MAIL ADDRESS:
STREET 1: 1475 FOLSOM STREET, SUITE 200
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hartenbaum Howard
CENTRAL INDEX KEY: 0001547424
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 211322184
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: August Capital VII, L.P.
CENTRAL INDEX KEY: 0001630524
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 211322186
BUSINESS ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-234-9900
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: August Capital Management VII, L.L.C.
CENTRAL INDEX KEY: 0001630529
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 211322188
BUSINESS ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-234-9900
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: August Capital Strategic Partners VII, L.P.
CENTRAL INDEX KEY: 0001644962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40895
FILM NUMBER: 211322187
BUSINESS ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650.234.9900
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
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: 415-829-2854
MAIL ADDRESS:
STREET 1: 268 BUSH STREET
STREET 2: #350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-10-13
0
0001653482
Gitlab Inc.
GTLB
0001630529
August Capital Management VII, L.L.C.
PMB #456, 660 4TH STREET
SAN FRANCISCO
CA
94107
0
0
1
0
0001644962
August Capital Strategic Partners VII, L.P.
PMB #456, 660 4TH STREET
SAN FRANCISCO
CA
94107
0
0
1
0
0001630524
August Capital VII, L.P.
PMB #456, 660 4TH STREET
SAN FRANCISCO
CA
94107
0
0
1
0
0001191203
CARLBORG W ERIC
C/O AUGUST CAPITAL
PMB #456, 660 4TH STREET
SAN FRANCISCO
CA
94107
0
0
1
0
0001547424
Hartenbaum Howard
C/O AUGUST CAPITAL
PMB #456, 660 4TH STREET
SAN FRANCISCO
CA
94107
0
0
1
0
Series B Preferred Stock
0.00
Class B Common Stock
14259460
I
See footnote
Series C Preferred Stock
0.00
Class B Common Stock
671740
I
See footnote
Each share of Series B Preferred Stock and Series C Preferred Stock will automatically convert into one share of the Issuer's Class B common stock (the "Class B Stock") immediately prior to the closing of the Issuer's initial public offering ("IPO"). The Series B Preferred Stock and Series C Preferred Stock have no expiration date.
Each share of 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.
These securities are held directly by August Capital VII, L.P. as nominee for itself and August Capital Strategic Partners VII, L.P. (the "August Capital Funds"). August Capital Management VII, L.L.C. is the general partner of the August Capital Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. David Hornik, a member of the Issuer's Board of Directors, W. Eric Carlborg, and Howard Hartenbaum are members of August Capital Management VII, L.L.C. and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital Funds.
This report is one of two reports, each on a separate Form 3, but relating to the same transactions being filed by entities and persons affiliated with August Capital.
/s/ Abigail Hipps, Attorney-in-Fact for August Capital Management VII, L.L.C.
2021-10-13
/s/ Abigail Hipps, Attorney-in-Fact for August Capital Strategic Partners VII, L.P.
2021-10-13
/s/ Abigail Hipps, Attorney-in-Fact for August Capital VII, L.P.
2021-10-13
/s/ Abigail Hipps, Attorney-in-Fact for W. Eric Carlborg
2021-10-13
/s/ Abigail Hipps, Attorney-in-Fact for Howard Hartenbaum
2021-10-13
EX-24
2
poa.txt
POA DOCUMENT
AUGUST CAPITAL
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person listed on Schedule A attached
hereto (each a "Granting Entity," and collectively the "Granting Entities") and
each person listed on Schedule B attached hereto (each, a "Granting Equity
Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and
appoints ABIGAIL HIPPS its true and lawful attorney-in-fact (the
"Attorney-in-Fact") to act for and on behalf of such person in its own capacity
and in its capacity as a manager, member, general partner or similar control
person ("Control Person") of any other Granting Entity to:
a. execute contracts, agreements, instruments, certificates and documents that
arise in the ordinary course of business on behalf of such person in its own
capacity and in its capacity as a Control Person in accordance with and subject
to the provisions of the relevant governing documents of such person and
applicable law, including, but not limited to, stock powers, stock purchase
agreements, voting agreements, co-sale agreements, investor rights agreements,
management rights agreements, proxies, ballots, indemnification agreements,
waivers, stockholder written consents or amendments or modifications to any of
the foregoing, and documents related to opening and maintaining bank and
brokerage accounts;
b. execute, individually or jointly with any other reporting persons, any and
all reports, notices, communications and other documents (including, but not
limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G,
Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable registration
statements) that such Granting Entity or Granting Equity Holder may be required
to file with any foreign or domestic regulatory authority, including, but not
limited to, the United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and
with the implementing rules and regulations thereto (collectively, the
"Reports") with respect to such person's (i) status as an officer, member or
director of, or (ii) ownership of, or transactions in, securities of, any entity
whose securities are beneficially owned (directly or indirectly) by such person;
c. do and perform any and all acts for and on behalf of such Granting Entity or
Granting Equity Holder that may be necessary or desirable to complete and
execute any such Reports and timely file such forms, reports, notices and
schedules with the United States Securities and Exchange Commission and any
stock exchange or other domestic or foreign authority; and
d. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, such Granting Entity or Granting
Equity Holder, it being understood that the documents executed by such
attorney-in-fact on behalf of such person, pursuant to this Power of Attorney,
shall be in such form and shall contain such terms and conditions as such
attorney in-fact may approve in his discretion.
Each Granting Entity and Granting Equity Holder hereby grants to such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary, and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such person might or could do if personally present, with full power
of revocation, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. Each
Granting Entity and Granting Equity Holder acknowledges that no such attorney
in-fact, in serving in such capacity at the request of such person, is hereby
assuming, nor is any other Granting Entity or Granting Equity Holder hereby
assuming, any of such person's responsibilities to comply with Section 16 or
Section 13 of the Securities Exchange Act of 1934 or otherwise.
One or more additional Granting Entities or Granting Equity Holders may become
a party to this Power of Attorney after the date hereof without the consent of
any of the other parties hereto by executing a counterpart to this Power of
Attorney. Schedule A and Schedule B shall be amended from time to time by the
attorney-in-fact to reflect the addition or removal of any Granting Entity or
Granting Equity Holder.
This Power of Attorney shall remain in full force and effect with respect to a
Granting Entity or a Granting Equity Holder until the sooner of (i) delivery by
such Granting Entity or Granting Equity Holder to the Attorney-in-Fact at his
last known business address of a written revocation, in whole or in part, of
this Power of Attorney, (ii) delivery by August Capital Master Management
Company, L.L.C. to the Attorney-in-Fact at his last known business address of a
written revocation, in whole or in part, of this Power of Attorney or (iii)
December 31, 2028.
[Remainder of page left blank]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of December 31, 2018.
GRANTING ENTITIES
AUGUST CAPITAL MANAGEMENT V, L.L.C.
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL V, L.P.
By: August Capital Management V, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P.
By: August Capital Management V, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL STRATEGIC PARTNERS V, L.P.
By: August Capital Management V, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of December 31, 2018.
AUGUST CAPITAL MANAGEMENT VI, L.L.C.
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL VI, L.P.
By: August Capital Management VI, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL VI SPECIAL OPPORTUNITIES, L.P.
By: August Capital Management VI, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of December 31, 2018.
AUGUST CAPITAL MANAGEMENT VII, L.L.C.
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL VII, L.P.
By: August Capital Management VII, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL STRATEGIC PARTNERS VII, L.P.
By: August Capital Management VII, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member
AUGUST CAPITAL MASTER MANAGEMENT COMPANY, L.L.C.
By: /s/ David Hornik
Name: David Hornik
Title: Member
GRANTING EQUITY HOLDERS
By: /s/ Howard Hartenbaum
Howard Hartenbaum
By: /s/ David Hornik
David Hornik
By: /s/ W. Eric Carlborg
W. Eric Carlborg
By: /s/ John B. Jones III
John B. Jones III
SCHEDULE A
GRANTING ENTITIES
August Capital Management V, L.L.C.
August Capital Management VI, L.L.C.
August Capital Management VII, L.L.C.
August Capital Master Management Company, L.L.C.
August Capital V, L.P.
August Capital V Special Opportunities, L.P.
August Capital Strategic Partners V, L.P.
August Capital VI, L.P.
August Capital VI Special Opportunities, L.P.
August Capital VII, L.P.
August Capital Strategic Partners VII, L.P.
SCHEDULE B
GRANTING EQUITY HOLDERS
Howard Hartenbaum
David Hornik
W. Eric Carlborg
John B. Jones III