Khosla Ventures Seed C, L.P. - Dec 26, 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: Dec 26, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/28/2022, 04:41 PM
Previous filing: Sep 16, 2022
Next filing: Jun 29, 2023

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		+1.43M			1.43M	Dec 26, 2022	See footnote	F1, F2, F3
transaction	GTLB	Class A Common Stock	Other	$0	-1.43M	-100%	$0.00^*	0	Dec 26, 2022	See footnote	F3, F4
transaction	GTLB	Class A Common Stock	Conversion of derivative security		+468K			468K	Dec 26, 2022	See footnote	F1, F5, F6
transaction	GTLB	Class A Common Stock	Other	$0	-468K	-100%	$0.00^*	0	Dec 26, 2022	See footnote	F6, F7

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	-1.43M	-14.04%	$0.00	8.79M	Dec 26, 2022	Class A Common Stock	1.43M		See footnote	F1, F2, F3
transaction	GTLB	Class B Common Stock	Conversion of derivative security	$0	-468K	-12.99%	$0.00	3.13M	Dec 26, 2022	Class A Common Stock	468K		See footnote	F1, F6

* 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 December 26, 2022, Khosla Ventures Seed C, L.P. ("KV Seed C") converted 1,434,995 shares of the Issuer's Class B Common Stock into 1,434,995 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 December 26, 2022, 1,434,995 shares of Class A Common Stock held by KV Seed C were distributed to the limited partners and general partners of KV Seed C in a pro rata distribution for no consideration. Of such distributed shares, 388,183 shares of Class A Common Stock were received by KVA Seed C. All 388,183 of the shares of Class A Common Stock distributed to KVA Seed C were subsequently distributed to VK Services.
F5	On December 26, 2022, Khosla Ventures V, L.P. ("KV V") converted 467,837 shares of the Issuer's Class B Common Stock into 467,837 shares of the Issuer's Class A Common Stock.
F6	Consists of securities held of record by 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.
F7	On December 26, 2022, 467,837 shares of Class A Common Stock held by KV V were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 174,900 shares of Class A Common Stock were received by KVA V. Of such shares, 115,049 shares of Class A Common Stock were received by VK Services. As a result of those distributions made by KVA Seed C and KVA V to VK Services on December 26, 2022 and those distributions previously made by each of KVA Seed C and KVA V to VK Services, VK Services is now the record owner of 1,660,646 shares of Common Stock.