Matthew Jacobson - Oct 13, 2021 Form 3 Insider Report for Gitlab Inc. (GTLB)

Role: Director, 10%+ Owner
Signature: /s/ Matthew Jacobson
Stock symbol: GTLB
Transactions as of: Oct 13, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/13/2021, 07:36 PM
Previous filing: Sep 16, 2021
Next filing: Oct 18, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GTLB	Class A Common Stock						556K	Oct 13, 2021	By ICONIQ Strategic Partners III, L.P.	F1, F7, F8
holding	GTLB	Class A Common Stock						594K	Oct 13, 2021	By ICONIQ Strategic Partners III-B, L.P.	F2, F7, F8

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
holding	GTLB	Class B Common Stock							Oct 13, 2021	Class A Common Stock	924K		By ICONIQ Strategic Partners III, L.P.	F1, F7, F8, F9
holding	GTLB	Class B Common Stock							Oct 13, 2021	Class A Common Stock	988K		By ICONIQ Strategic Partners III-B, L.P.	F2, F7, F8, F9
holding	GTLB	Class B Common Stock							Oct 13, 2021	Class A Common Stock	696K		By ICONIQ Strategic Partners IV, L.P.	F3, F7, F8, F9
holding	GTLB	Class B Common Stock							Oct 13, 2021	Class A Common Stock	1.15M		By ICONIQ Strategic Partners IV-B, L.P.	F4, F7, F8, F9
holding	GTLB	Class B Common Stock							Oct 13, 2021	Class A Common Stock	163K		By ICONIQ Strategic Partners V, L.P.	F5, F7, F8, F9
holding	GTLB	Class B Common Stock							Oct 13, 2021	Class A Common Stock	251K		By ICONIQ Strategic Partners V-B, L.P.	F6, F7, F8, F9
holding	GTLB	Series D Preferred Stock							Oct 13, 2021	Class B Common Stock	4.14M		By ICONIQ Strategic Partners III, L.P.	F1, F7, F8, F10
holding	GTLB	Series D Preferred Stock							Oct 13, 2021	Class B Common Stock	4.42M		By ICONIQ Strategic Partners III-B, L.P.	F2, F7, F8, F10
holding	GTLB	Series E Preferred Stock							Oct 13, 2021	Class B Common Stock	441K		By ICONIQ Strategic Partners III, L.P.	F1, F7, F8, F10
holding	GTLB	Series E Preferred Stock							Oct 13, 2021	Class B Common Stock	471K		By ICONIQ Strategic Partners III-B, L.P.	F2, F7, F8, F10
holding	GTLB	Series E Preferred Stock							Oct 13, 2021	Class B Common Stock	686K		By ICONIQ Strategic Partners IV, L.P.	F3, F7, F8, F10
holding	GTLB	Series E Preferred Stock							Oct 13, 2021	Class B Common Stock	1.14M		By ICONIQ Strategic Partners IV-B, L.P.	F4, F7, F8, F10

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

Explanation of Responses:

Id	Content
F1	The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
F2	The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
F3	The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
F4	The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
F5	The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F6	The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F7	ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and 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 IV and 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 V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("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 and ICONIQ V Parent GP.
F8	The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F9	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.
F10	Each share of Series D Preferred Stock and Series E Preferred Stock (together, the "Preferred Stock") will automatically convert into one share of Class B Stock immediately prior to the closing of the IPO. The Preferred Stock has no expiration date.