Sytse Sijbrandij - Dec 15, 2023 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij
Stock symbol
GTLB
Transactions as of
Dec 15, 2023
Transactions value $
-$89,053,667
Form type
4
Date filed
12/18/2023, 05:57 PM
Previous filing
Nov 17, 2023
Next filing
Dec 27, 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 $0 +1.62M $0.00 1.62M Dec 15, 2023 By Trust F1, F2
transaction GTLB Class A Common Stock Sale -$64.4M -1.03M -64.03% $62.24 581K Dec 15, 2023 By Trust F2, F3, F4
transaction GTLB Class A Common Stock Sale -$19.7M -313K -53.88% $62.87 268K Dec 15, 2023 By Trust F2, F3, F5
transaction GTLB Class A Common Stock Sale -$5M -78.3K -29.2% $63.89 190K Dec 15, 2023 By Trust F2, F3, F6
transaction GTLB Class A Common Stock Gift $0 -190K -100% $0.00* 0 Dec 15, 2023 By Trust F2, 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 -1.62M -7.75% 19.2M Dec 15, 2023 Class A Common Stock 1.62M By Trust F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 the Reporting Person, (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 by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the Reporting Person is the sole trustee.
F3 This transaction was executed pursuant to a trading plan entered into by the reporting person, as the sole trustee of the Sytse Sijbrandij Revocable Trust dated February 21, 2019, on March 31, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.52 to $62.51, inclusive. The Reporting Person undertakes to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 4, footnote 5, and footnote 6.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.52 to $63.50, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.52 to $64.17, inclusive.
F7 The Reporting Person, as the sole trustee of the Sytse Sijbrandij Revocable Trust dated February 21, 2019, transferred 189,716 shares of the Issuer's Class A Common Stock as a bona fide gift in an exempt transaction pursuant to Rule 16b-5 to a charitable foundation.