SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jacobson Matthew

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/09/2024		C⁽¹⁾		691,141	A	⁽¹⁾	1,348,719	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	04/09/2024		C⁽⁶⁾		1,145,143	A	⁽⁶⁾	2,234,674	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock								1,056,994	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock								1,129,411	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock								146,206	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock								223,388	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock								429,104	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock								535,503	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock								334,827	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾	By ICONIQ Investment Holdings, LP
Class A Common Stock								492,956⁽¹⁵⁾	D⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁶⁾	04/09/2024		C⁽¹⁾			691,141	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	691,141	$0.00	0	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners IV, L.P.
Class B Common Stock	⁽¹⁶⁾	04/09/2024		C⁽⁶⁾			1,145,143	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,145,143	$0.00	0	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	By ICONIQ Strategic Partners IV-B, L.P.
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	146,205		146,205	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	223,388		223,388	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾	By ICONIQ Strategic Partners V-B, L.P.

Explanation of Responses:

1. On April 9, 2024, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 691,141 shares of the Issuer's Class B Common Stock into 691,141 shares of the Issuer's Class A Common Stock.

2. The shares are held by ICONIQ IV.

3. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ Strategic Partners III, L.P. ("ICONIQ III") and ICONIQ Strategic Partners III-B, L.P. ("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 Strategic Partners IV-B, L.P. ("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 Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP.

4. (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("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 Holdings, LP ("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.

5. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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.

6. On April 9, 2024, ICONIQ IV-B converted in the aggregate 1,145,143 shares of the Issuer's Class B Common Stock into 1,145,143 shares of the Issuer's Class A Common Stock.

7. The shares are held by ICONIQ IV-B.

8. The shares are held by ICONIQ III.

9. The shares are held by ICONIQ III-B.

10. The shares are held by ICONIQ V.

11. The shares are held by ICONIQ V-B.

12. The shares are held by ICONIQ VI.

13. The shares are held by ICONIQ VI-B.

14. The shares are held by ICONIQ Investment.

15. The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 52,810 shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. 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.

16. 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.

	/s/ Matthew Jacobson	04/11/2024
	** Signature of Reporting Person	Date
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