BRIAN G. ROBINS - 09 Sep 2024 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role
Chief Financial Officer
Signature
/s/ Robin Schulman, Attorney-in-Fact for Brian G. Robins
Issuer symbol
GTLB
Transactions as of
09 Sep 2024
Net transactions value
-$894,576
Form type
4
Filing time
11 Sep 2024, 19:07:15 UTC
Previous filing
02 Aug 2024
Next filing
18 Sep 2024
SEC
View on sec.gov

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 +7,668 +3% $0.000000 266,777 09 Sep 2024 Direct F1
transaction GTLB Class A Common Stock Sale $639,875 -11,967 -4.5% $53.47 254,810 09 Sep 2024 Direct F2, F3
transaction GTLB Class A Common Stock Sale $254,700 -4,701 -1.8% $54.18 250,109 09 Sep 2024 Direct F2, F4, F5

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 Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -7,668 -1.1% $0.000000 699,837 09 Sep 2024 Class B Common Stock 7,668 $9.99 Direct F2, F6
transaction GTLB Class B Common Stock Options Exercise +7,668 7,668 09 Sep 2024 Class A Common Stock 7,668 $9.99 Direct F1, F2
transaction GTLB Class B Common Stock Conversion of derivative security -7,668 -100% 0 09 Sep 2024 Class A Common Stock 7,668 Direct F1
* 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 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 The option exercises and sales reported on this Form 4 were executed pursuant to a trading plan entered into by the reporting person on December 27, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.89 to $53.88, 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 3 and footnote 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.90 to $54.73, inclusive.
F5 Includes shares of Class A Common Stock that have not yet vested.
F6 The option award fully vested on September 9, 2024.