ICONIQ Strategic Partners III, L.P. - 07 Sep 2023 Form 4 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
Issuer symbol: GTLB
Transactions as of: 07 Sep 2023
Net transactions value: $0
Form type: 4
Filing time: 11 Sep 2023, 16:30:09 UTC
Previous filing: 21 Jun 2023
Next filing: 13 Sep 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	GTLB	Class A Common Stock	Other	-725,159	-35%	1,338,228	07 Sep 2023	Direct	F1, F2, F3, F4, F5
transaction	GTLB	Class A Common Stock	Other	-774,841	-35%	1,429,913	07 Sep 2023	By ICONIQ Strategic Partners III-B, L.P.	F3, F4, F5, F6, F7
holding	GTLB	Class A Common Stock				691,142	07 Sep 2023	By ICONIQ Strategic Partners IV, L.P.	F3, F4, F5, F8
holding	GTLB	Class A Common Stock				1,145,144	07 Sep 2023	By ICONIQ Strategic Partners IV-B, L.P.	F3, F4, F5, F9
holding	GTLB	Class A Common Stock				146,206	07 Sep 2023	By ICONIQ Strategic Partners V, L.P.	F3, F4, F5, F10
holding	GTLB	Class A Common Stock				223,388	07 Sep 2023	By ICONIQ Strategic Partners V-B, L.P.	F3, F4, F5, F11
holding	GTLB	Class A Common Stock				429,104	07 Sep 2023	By ICONIQ Strategic Partners VI, L.P.	F3, F4, F5, F12
holding	GTLB	Class A Common Stock				535,503	07 Sep 2023	By ICONIQ Strategic Partners VI-B, L.P.	F3, F4, F5, F13
holding	GTLB	Class A Common Stock				334,827	07 Sep 2023	By ICONIQ Investment Holdings, LP	F3, F4, F5, F14
holding	GTLB	Class A Common Stock				617,937	07 Sep 2023	By Divesh Makan	F15
holding	GTLB	Class A Common Stock				671,600	07 Sep 2023	By William J.G.Griffith	F16

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

Explanation of Responses:

Id	Content
F1	On September 7, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 725,159 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F2	The shares are held by ICONIQ III.
F3	ICONIQ III GP is the sole general partner of each of ICONIQ III and ICONIQ Strategic Partners III-B, L.P. ("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 Strategic Partners IV, L.P. ("ICONIQ IV") and ICONIQ Strategic Partners IV-B, L.P. ("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 Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP.
F4	(continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("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 Holdings, LP ("ICONIQ Investment"). Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. 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, ICONIQ V Parent GP and ICONIQ VI Parent GP.
F5	Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, ICONIQ Investment GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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.
F6	On September 7, 2023, ICONIQ III-B distributed, for no consideration, in the aggregate 774,841 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
F7	The shares are held by ICONIQ III-B.
F8	The shares are held by ICONIQ IV.
F9	The shares are held by ICONIQ IV-B.
F10	The shares are held by ICONIQ V.
F11	The shares are held by ICONIQ V-B.
F12	The shares are held by ICONIQ VI.
F13	The shares are held by ICONIQ VI-B.
F14	The shares are held by ICONIQ Investment.
F15	The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 142,601 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. Makan disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F16	The shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 142,678 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. Griffith disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Griffith is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.