ICONIQ Strategic Partners III, L.P. - Oct 13, 2021 Form 3 Insider Report for Gitlab Inc. (GTLB)

Role
10%+ Owner
Signature
ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster
Stock symbol
GTLB
Transactions as of
Oct 13, 2021
Transactions value $
$0
Form type
3
Date filed
10/13/2021, 07:35 PM
Previous filing
Sep 10, 2021
Next filing
Oct 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GTLB Class A Common Stock 556K Oct 13, 2021 Direct F1, F7, F8
holding GTLB Class A Common Stock 594K Oct 13, 2021 By ICONIQ Strategic Partners III-B, L.P. F2, F7, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GTLB Class B Common Stock Oct 13, 2021 Class A Common Stock 924K Direct F1, F7, F8, F9
holding GTLB Class B Common Stock Oct 13, 2021 Class A Common Stock 988K By ICONIQ Strategic Partners III-B, L.P. F2, F7, F8, F9
holding GTLB Class B Common Stock Oct 13, 2021 Class A Common Stock 696K By ICONIQ Strategic Partners IV, L.P. F3, F7, F8, F9
holding GTLB Class B Common Stock Oct 13, 2021 Class A Common Stock 1.15M By ICONIQ Strategic Partners IV-B, L.P. F4, F7, F8, F9
holding GTLB Class B Common Stock Oct 13, 2021 Class A Common Stock 163K By ICONIQ Strategic Partners V, L.P. F5, F7, F8, F9
holding GTLB Class B Common Stock Oct 13, 2021 Class A Common Stock 251K By ICONIQ Strategic Partners V-B, L.P. F6, F7, F8, F9
holding GTLB Series D Preferred Stock Oct 13, 2021 Class B Common Stock 4.14M Direct F1, F7, F8, F10
holding GTLB Series D Preferred Stock Oct 13, 2021 Class B Common Stock 4.42M By ICONIQ Strategic Partners III-B, L.P. F2, F7, F8, F10
holding GTLB Series E Preferred Stock Oct 13, 2021 Class B Common Stock 441K Direct F1, F7, F8, F10
holding GTLB Series E Preferred Stock Oct 13, 2021 Class B Common Stock 471K By ICONIQ Strategic Partners III-B, L.P. F2, F7, F8, F10
holding GTLB Series E Preferred Stock Oct 13, 2021 Class B Common Stock 686K By ICONIQ Strategic Partners IV, L.P. F3, F7, F8, F10
holding GTLB Series E Preferred Stock Oct 13, 2021 Class B Common Stock 1.14M By ICONIQ Strategic Partners IV-B, L.P. F4, F7, F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
F2 The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
F3 The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
F4 The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
F5 The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F6 The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F7 ICONIQ Strategic Partners III GP, L.P. ("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. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP and ICONIQ V Parent GP.
F8 Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F9 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.
F10 Each share of Series D Preferred Stock and Series E Preferred Stock (together, the "Preferred Stock") will automatically convert into one share of Class B Stock immediately prior to the closing of the IPO. The Preferred Stock has no expiration date.

Remarks:

This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P.