August Capital Management VII, L.L.C. - Oct 18, 2021 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role
10%+ Owner
Signature
/s/ Abigail Hipps, Attorney-in-Fact for August Capital Management VII, L.L.C.
Stock symbol
GTLB
Transactions as of
Oct 18, 2021
Transactions value $
$0
Form type
4
Date filed
10/18/2021, 06:47 PM
Previous filing
Oct 13, 2021
Next filing
Apr 29, 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 +14.9M $0.00 14.9M Oct 18, 2021 Class A Common Stock 14.9M See footnote F1, F2
transaction GTLB Series B Preferred Stock Conversion of derivative security $0 -14.3M -100% $0.00* 0 Oct 18, 2021 Class B Common Stock 14.3M See footnote F1, F2, F3
transaction GTLB Series C Preferred Stock Conversion of derivative security $0 -672K -100% $0.00* 0 Oct 18, 2021 Class B Common Stock 672K 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 (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 Issuer's initial public offering ("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.
F2 These securities are held directly by August Capital VII, L.P. as nominee for itself and August Capital Strategic Partners VII, L.P. (the "August Capital Funds"). August Capital Management VII, L.L.C. is the general partner of the August Capital Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. David Hornik, a member of the Issuer's Board of Directors, W. Eric Carlborg, and Howard Hartenbaum are members of August Capital Management VII, L.L.C. and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital Funds.
F3 Each share of Series B Preferred Stock and Series C Preferred Stock automatically converted into one share of Class B Stock immediately prior to the closing of the IPO. The Series B Preferred Stock and Series C Preferred Stock have no expiration date.

Remarks:

This report is one of two reports, each on a separate Form 4, but relating to the same transactions being filed by entities and persons affiliated with August Capital.