Karen Blasing - 30 Dec 2021 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role: Director
Signature: /s/ Robin Schulman, Attorney-in-Fact for Karen Blasing
Issuer symbol: GTLB
Transactions as of: 30 Dec 2021
Net transactions value: $0
Form type: 4
Filing time: 04 Jan 2022, 15:33:31 UTC
Previous filing: 07 Dec 2021
Next filing: 07 Jan 2022
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		+150,000			150,000	30 Dec 2021	Direct	F1

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	-150,000	-100%	$0.000000^*	0	30 Dec 2021	Class A Common Stock	150,000		Direct	F1, F2

* 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 Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers. On the date set forth in the table above, the reporting person converted all of her Class B Common Stock into Class A Common Stock.
F2	A holder's shares of the Issuer's Class B Common Stock convert automatically upon certain transfers. Additionally, all of the Issuer's Class B Common Stock will convert automatically upon the earliest of: (i) ten years from the date of the Issuer's initial public offering (the "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 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.

Content

Each share of the Issuer's Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers. On the date set forth in the table above, the reporting person converted all of her Class B Common Stock into Class A Common Stock.

A holder's shares of the Issuer's Class B Common Stock convert automatically upon certain transfers. Additionally, all of the Issuer's Class B Common Stock will convert automatically upon the earliest of: (i) ten years from the date of the Issuer's initial public offering (the "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 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.