0001209191-22-046766.txt : 20220818 0001209191-22-046766.hdr.sgml : 20220818 20220818193106 ACCESSION NUMBER: 0001209191-22-046766 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220816 FILED AS OF DATE: 20220818 DATE AS OF CHANGE: 20220818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARLBORG W ERIC CENTRAL INDEX KEY: 0001191203 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 221178597 MAIL ADDRESS: STREET 1: 1475 FOLSOM STREET, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hornik David CENTRAL INDEX KEY: 0001547378 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 221178595 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hartenbaum Howard CENTRAL INDEX KEY: 0001547424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 221178596 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 221178598 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 221178600 BUSINESS ADDRESS: STREET 1: 445 SHERMAN AVENUE STREET 2: SUITE 230 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 650-234-9900 MAIL ADDRESS: STREET 1: 445 SHERMAN AVENUE STREET 2: SUITE 230 CITY: PALO ALTO STATE: CA ZIP: 94306 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 221178599 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: 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 2022-08-16 0 0001653482 Gitlab Inc. GTLB 0001630529 August Capital Management VII, L.L.C. 445 SHERMAN AVENUE SUITE 230 PALO ALTO CA 94306 0 0 1 0 0001644962 August Capital Strategic Partners VII, L.P. 445 SHERMAN AVENUE SUITE 230 PALO ALTO CA 94306 0 0 1 0 0001630524 August Capital VII, L.P. 445 SHERMAN AVENUE SUITE 230 PALO ALTO CA 94306 0 0 1 0 0001191203 CARLBORG W ERIC 445 SHERMAN AVENUE SUITE 230 PALO ALTO CA 94306 0 0 1 0 0001547424 Hartenbaum Howard 445 SHERMAN AVENUE SUITE 230 PALO ALTO CA 94306 0 0 1 0 0001547378 Hornik David 445 SHERMAN AVENUE SUITE 230 PALO ALTO CA 94306 0 0 1 0 Class A common stock 2022-08-16 4 J 0 3031943 0.00 D 8867314 I See footnotes Class A common stock 2022-08-16 4 J 0 168453 0.00 A 310905 D Class A common stock 2022-08-13 5 G 0 E 36226 0.00 D 36226 D Class A common stock 2022-08-16 4 J 0 168453 0.00 A 204679 D Class A common stock 2022-08-16 5 G 0 E 36226 0.00 D 168453 D Class A common stock 2022-08-16 4 J 0 168453 0.00 A 210907 D Class A common stock 2022-08-16 4 S 0 16967 66.38 D 193940 D Class A common stock 2022-08-16 4 S 0 40925 67.28 D 153015 D Class A common stock 2022-08-16 4 S 0 3278 67.96 D 149737 D Class A common stock 2022-08-17 4 S 0 24304 64.33 D 125433 D Class A common stock 2022-08-17 4 S 0 7000 65.31 D 118433 D Class A common stock 2022-08-17 4 S 0 7126 66.13 D 111307 D Class A common stock 2022-08-17 4 S 0 400 67.10 D 110907 D Class A common stock 36226 I See footnote On August 16, 2022, August Capital VII, L.P., for itself and as nominee for August Capital Strategic Partners VII, L.P. (collectively, the "August Capital VII Funds") distributed, for no consideration, 3,031,943 shares of the Issuer's Class A Common Stock (the "August Capital VII Shares") to their respective limited partners and to August Capital Management VII, L.L.C. ("ACM VII"), the general partner of the August Capital VII Funds, representing each such partner's pro rata interest in such August Capital VII Shares. On the same date, ACM VII distributed, for no consideration, the August Capital VII Shares it received in the distribution by August Capital VII Funds to its members, representing each such member's pro rata interest in such August Capital VII Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. These securities are held directly by August Capital VII, L.P., for itself and as nominee for August Capital Strategic Partners VII, L.P. ACM VII is the general partner of the August Capital VII Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital VII Funds. David Hornik ("Hornik"), W. Eric Carlborg ("Carlborg"), and Howard Hartenbaum ("Hartenbaum") are members of ACM VII and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital VII Funds. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the August Capital VII Funds (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. Represents shares received by Carlborg pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. Shares held by Carlborg. Each of the Reporting Persons disclaims the existence of a "group" and, other than Carlborg, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. Shares held by Hartenbaum. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hartenbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. Represents shares received by Hartenbaum pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. Represents shares received by Hornik pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. Shares held by Hornik. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hornik, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.78 to $67.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.78 to $68.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.75 to $64.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.75 to $65.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.75 to $66.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held by Hartenbaum daughter's trust, for which Hartenbaum is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hartenbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. /s/ Abigail Hipps, Attorney-in-Fact for August Capital Management VII, L.L.C. 2022-08-18 /s/ Abigail Hipps, Attorney-in-Fact for August Capital Strategic Partners VII, L.P. 2022-08-18 /s/ Abigail Hipps, Attorney-in-Fact for August Capital VII, L.P. 2022-08-18 /s/ Abigail Hipps, Attorney-in-Fact for W. Eric Carlborg 2022-08-18 /s/ Abigail Hipps, Attorney-in-Fact for Howard Hartenbaum 2022-08-18 /s/ Abigail Hipps, Attorney-in-Fact for David Hornik 2022-08-18