Matthew Jacobson - 07 Mar 2022 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role: Director, 10%+ Owner
Signature: /s/ Matthew Jacobson
Issuer symbol: GTLB
Transactions as of: 07 Mar 2022
Net transactions value: $0
Form type: 4
Filing time: 09 Mar 2022, 16:07:16 UTC
Previous filing: 07 Mar 2022
Next filing: 10 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GTLB	Class A Common Stock	Conversion of derivative security		+958,798	+172%		1,515,133	07 Mar 2022	By ICONIQ Strategic Partners III, L.P.	F1, F2, F14, F15, F16
transaction	GTLB	Class A Common Stock	Conversion of derivative security		+1,024,489	+172%		1,618,938	07 Mar 2022	By ICONIQ Strategic Partners III-B, L.P.	F3, F4, F14, F15, F16
transaction	GTLB	Class A Common Stock	Conversion of derivative security		+345,571			345,571	07 Mar 2022	By ICONIQ Strategic Partners IV, L.P.	F5, F6, F14, F15, F16
transaction	GTLB	Class A Common Stock	Conversion of derivative security		+572,572			572,572	07 Mar 2022	By ICONIQ Strategic Partners IV-B, L.P.	F7, F8, F14, F15, F16
holding	GTLB	Class A Common Stock						129,400	07 Mar 2022	By ICONIQ Strategic Partners V, L.P.	F9, F14, F15, F16
holding	GTLB	Class A Common Stock						195,650	07 Mar 2022	By ICONIQ Strategic Partners V-B, L.P.	F10, F14, F15, F16
holding	GTLB	Class A Common Stock						429,104	07 Mar 2022	By ICONIQ Strategic Partners VI, L.P.	F11, F14, F15, F16
holding	GTLB	Class A Common Stock						535,503	07 Mar 2022	By ICONIQ Strategic Partners VI-B, L.P.	F12, F14, F15, F16
holding	GTLB	Class A Common Stock						334,827	07 Mar 2022	By ICONIQ Investment Holdings, LP	F13, F14, F15, F16

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	-958,798	-17%	$0.000000	4,545,397	07 Mar 2022	Class A Common Stock	958,798		By ICONIQ Strategic Partners III, L.P.	F1, F2, F14, F15, F16, F17
transaction	GTLB	Class B Common Stock	Conversion of derivative security	$0	-1,024,489	-17%	$0.000000	4,856,813	07 Mar 2022	Class A Common Stock	1,024,489		By ICONIQ Strategic Partners III-B, L.P.	F3, F4, F14, F15, F16, F17
transaction	GTLB	Class B Common Stock	Conversion of derivative security	$0	-345,571	-25%	$0.000000	1,036,712	07 Mar 2022	Class A Common Stock	345,571		By ICONIQ Strategic Partners IV, L.P.	F5, F6, F14, F15, F16, F17
transaction	GTLB	Class B Common Stock	Conversion of derivative security	$0	-572,572	-25%	$0.000000	1,717,715	07 Mar 2022	Class A Common Stock	572,572		By ICONIQ Strategic Partners IV-B, L.P.	F7, F8, F14, F15, F16, F17
holding	GTLB	Class B Common Stock						163,011	07 Mar 2022	Class A Common Stock	163,011		By ICONIQ Strategic Partners V, L.P.	F9, F14, F15, F16, F17
holding	GTLB	Class B Common Stock						251,126	07 Mar 2022	Class A Common Stock	251,126		By ICONIQ Strategic Partners V-B, L.P.	F10, F14, F15, F16, F17

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 7, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 958,798 shares of the Issuer's Class B Common Stock into 958,798 shares of the Issuer's Class A Common Stock.
F2	The shares are held by ICONIQ III.
F3	On March 7, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,024,489 shares of the Issuer's Class B Common Stock into 1,024,489 shares of the Issuer's Class A Common Stock.
F4	The shares are held by ICONIQ III-B.
F5	On March 7, 2022, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 345,571 shares of the Issuer's Class B Common Stock into 345,571 shares of the Issuer's Class A Common Stock.
F6	The shares are held by ICONIQ IV.
F7	On March 7, 2022, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 572,572 shares of the Issuer's Class B Common Stock into 572,572 shares of the Issuer's Class A Common Stock.
F8	The shares are held by ICONIQ IV-B.
F9	The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F10	The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F11	The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
F12	The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
F13	The shares are held by ICONIQ Investment Holdings, LP ("ICONIQ Investment").
F14	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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI
F15	(Continued from footnote 14) 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. Makan is the sole member of ICONIQ Investment GP. Divesh Makan ("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.
F16	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.
F17	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.