Khosla Ventures Seed C, L.P. - Jul 28, 2022 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
Jul 28, 2022
Transactions value $
$0
Form type
4
Date filed
8/1/2022, 04:10 PM
Previous filing
May 17, 2022
Next filing
Sep 16, 2022

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 +194K 194K Jul 28, 2022 See Footnote F1, F2, F3
transaction GTLB Class A Common Stock Other -194K -100% 0 Jul 28, 2022 See Footnote F3, F4
holding GTLB Class A Common Stock 194K Jul 28, 2022 See Footnote F4

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 -194K -1.58% $0.00 12.1M Jul 28, 2022 Class A Common Stock 194K See footnote F1, F2, F3
* 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 On July 28, 2022, Khosla Ventures Seed C, L.P. ("KV Seed C") converted 194,030 shares of the Issuer's Class B Common Stock into 194,030 shares of the Issuer's Class A Common Stock.
F3 Consists of securities held of record by 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.
F4 On July 28, 2022, KV Seed C transferred 194,030 shares of the Issuer's Class A Common Stock to an entity over which Vinod Khosla possesses power to direct the voting and disposition of shares. Vinod Khosla disclaims beneficial ownership of such shares except to the extent of his pecuniary interest 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.