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