0000899243-23-016143.txt : 20230621 0000899243-23-016143.hdr.sgml : 20230621 20230621163143 ACCESSION NUMBER: 0000899243-23-016143 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230613 FILED AS OF DATE: 20230621 DATE AS OF CHANGE: 20230621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacobson Matthew CENTRAL INDEX KEY: 0001783518 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 231030313 MAIL ADDRESS: STREET 1: C/O DATADOG, INC. STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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/A 1 doc4a.xml FORM 4/A SUBMISSION X0407 4/A 2023-06-13 2023-06-15 0 0001653482 Gitlab Inc. GTLB 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 1 0 1 0 0 Class A Common Stock 2023-06-13 4 C 0 1450318 A 2788546 I By ICONIQ Strategic Partners III, L.P. Class A Common Stock 2023-06-13 4 J 0 725159 D 2063387 I By ICONIQ Strategic Partners III, L.P. Class A Common Stock 2023-06-13 4 C 0 1549682 A 2979595 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 2023-06-13 4 J 0 744841 D 2234754 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 2023-06-16 4 J 0 30000 D 2204754 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 691142 I By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 1145144 I By ICONIQ Strategic Partners IV-B, L.P. Class A Common Stock 146206 I By ICONIQ Strategic Partners V, L.P. Class A Common Stock 223388 I By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 429104 I By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 535503 I By ICONIQ Strategic Partners VI-B, L.P. Class A Common Stock 334827 I By ICONIQ Investment Holdings, LP Class A Common Stock 240045 D Class B Common Stock 2023-06-13 4 C 0 1450318 0.00 D Class A Common Stock 1450318 1579947 I By ICONIQ Strategic Partners III, L.P. Class B Common Stock 2023-06-13 4 C 0 1549682 0.00 D Class A Common Stock 1549682 1688193 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock Class A Common Stock 691141 691141 I By ICONIQ Strategic Partners IV, L.P. Class B Common Stock Class A Common Stock 1145143 1145143 I By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock Class A Common Stock 146205 146205 I By ICONIQ Strategic Partners V, L.P. Class B Common Stock Class A Common Stock 223388 223388 I By ICONIQ Strategic Partners V-B, L.P. On June 13, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,450,318 shares of the Issuer's Class B Common Stock into 1,450,318 shares of the Issuer's Class A Common Stock. On the same date, ICONIQ III distributed, for no consideration, in the aggregate 725,159 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. (Continued from Footnote 1) On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares are held by ICONIQ III. On June 13, 2023, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,549,682 shares of the Issuer's Class B Common Stock into 1,549,682 shares of the Issuer's Class A Common Stock. On the same date, ICONIQ III-B distributed, for no consideration, in the aggregate 744,841 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. (Continued from Footnote 4) Subsequently, on June 16, 2023, ICONIQ III-B distributed, for no consideration, an additional 30,000 ICONIQ III-B shares to ICONIQ III GP, and ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ III-B. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"). The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). The shares are held by ICONIQ Investment Holdings, LP ("ICONIQ Investment"). ICONIQ III GP is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment. Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. Makan and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 72,013 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. The Reporting Person disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. 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 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 amendment on Form 4/A amends and restates the Form 4 originally filed by the Reporting Person on June 15, 2023 (the "Original Form 4"). Due to administrative error, the Original Form 4 inadvertently overstated the number of shares distributed from ICONIQ III-B on June 13, 2023 by 30,000 shares. Such shares were subsequently distributed on June 16, 2023. /s/ Matthew Jacobson 2023-06-21