0001209191-21-060418.txt : 20211013 0001209191-21-060418.hdr.sgml : 20211013 20211013192635 ACCESSION NUMBER: 0001209191-21-060418 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: Schulman Robin CENTRAL INDEX KEY: 0001627835 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 211322205 MAIL ADDRESS: STREET 1: C/O NEW RELIC, INC. STREET 2: 188 SPEAR STREET, STE. 1200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 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 0001627835 Schulman Robin C/O GITLAB INC. NOT APPLICABLE DE 0 1 0 0 Chief Legal Officer & Corp Sec Class B Common Stock 0.00 Class A Common Stock 31235 D Stock Option (Right to buy Class B Common Stock) 8.90 2029-12-01 Class B Common Stock 188765 D Stock Option (Right to buy Class B Common Stock) 16.71 2030-12-07 Class B Common Stock 170000 D Stock Option (Right to buy Class B Common Stock) 17.82 2031-03-17 Class B Common Stock 47000 D Stock Option (Right to buy Class B Common Stock) 17.82 2031-03-17 Class B Common Stock 47000 D Each share of the Issuer's Class B common stock (the "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 Issuer's initial public offering ("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. This award originally represented an option to purchase 220,000 shares, of which 31,235 options have been exercised. The option vested as to 25% of the total shares on December 2, 2020, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. The option vested as to 1/48 of the total shares on January 8, 2021, and additional 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. The option will vest as to 25% of the total shares on March 18, 2022, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. The option will vest as to 25% of the total shares on March 18, 2023, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. Exhibit 24.1 - Power of Attorney /s/ Robin Schulman 2021-10-13 EX-24 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints Brian Robins and Rashmi Chachra, as long as they are providing services to GitLab Inc., a Delaware corporation (the "Company"), or any of them, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned 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 such attorney-in- fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's 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. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of September, 2021. /s/ Robin Schulman Name: Robin Schulman