Khosla Ventures Seed C, L.P. - Oct 18, 2021 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role
10%+ Owner
Signature
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC, in its capacity as general partner of Khosla Ventures Seed C, L.P.
Stock symbol
GTLB
Transactions as of
Oct 18, 2021
Transactions value $
$0
Form type
4
Date filed
10/18/2021, 07:26 PM
Previous filing
Oct 13, 2021
Next filing
May 17, 2022

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
transaction GTLB Class B Common Stock Conversion of derivative security $0 +14.3M $0.00 14.3M Oct 18, 2021 Class A Common Stock 14.3M See footnote F1, F2
transaction GTLB Class B Common Stock Conversion of derivative security $0 +4.68M $0.00 4.68M Oct 18, 2021 Class A Common Stock 4.68M See footnote F1, F3
transaction GTLB Series A Preferred Stock Conversion of derivative security $0 -11M -100% $0.00* 0 Oct 18, 2021 Class B Common Stock 11M See footnote F1, F2, F4
transaction GTLB Series A-2 Preferred Stock Conversion of derivative security $0 -3.33M -100% $0.00* 0 Oct 18, 2021 Class B Common Stock 3.33M See footnote F1, F2, F4
transaction GTLB Series B Preferred Stock Conversion of derivative security $0 -4.22M -100% $0.00* 0 Oct 18, 2021 Class B Common Stock 4.22M See footnote F1, F3, F4
transaction GTLB Series D Preferred Stock Conversion of derivative security $0 -457K -100% $0.00* 0 Oct 18, 2021 Class B Common Stock 457K See footnote F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Class B Common 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 closing of the Issuer's initial public offering (the "IPO"), (ii) the death or disability of Sytse Sijbrandij, the chief executive officer of the Issuer, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock.
F2 Consists of securities held of record by Khosla Ventures Seed C, L.P. ("KV Seed C"), of which Khosla Ventures Seed Associates C, LLC ("KVA Seed C") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed C, and each of KVA Seed C, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F3 Consists of securities held of record by Khosla Ventures V, L.P. ("KV V"), of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4 Each share of Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock (together, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock immediately prior to the closing of the IPO. The Preferred Stock had no expiration date.