Matthew Jacobson - Mar 7, 2022 Form 4 Insider Report for Gitlab Inc. (GTLB)

Signature
/s/ Matthew Jacobson
Stock symbol
GTLB
Transactions as of
Mar 7, 2022
Transactions value $
$0
Form type
4
Date filed
3/9/2022, 04:07 PM
Previous filing
Mar 7, 2022
Next filing
Mar 10, 2022

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 +959K +172.34% 1.52M Mar 7, 2022 By ICONIQ Strategic Partners III, L.P. F1, F2, F14, F15, F16
transaction GTLB Class A Common Stock Conversion of derivative security +1.02M +172.34% 1.62M Mar 7, 2022 By ICONIQ Strategic Partners III-B, L.P. F3, F4, F14, F15, F16
transaction GTLB Class A Common Stock Conversion of derivative security +346K 346K Mar 7, 2022 By ICONIQ Strategic Partners IV, L.P. F5, F6, F14, F15, F16
transaction GTLB Class A Common Stock Conversion of derivative security +573K 573K Mar 7, 2022 By ICONIQ Strategic Partners IV-B, L.P. F7, F8, F14, F15, F16
holding GTLB Class A Common Stock 129K Mar 7, 2022 By ICONIQ Strategic Partners V, L.P. F9, F14, F15, F16
holding GTLB Class A Common Stock 196K Mar 7, 2022 By ICONIQ Strategic Partners V-B, L.P. F10, F14, F15, F16
holding GTLB Class A Common Stock 429K Mar 7, 2022 By ICONIQ Strategic Partners VI, L.P. F11, F14, F15, F16
holding GTLB Class A Common Stock 536K Mar 7, 2022 By ICONIQ Strategic Partners VI-B, L.P. F12, F14, F15, F16
holding GTLB Class A Common Stock 335K Mar 7, 2022 By ICONIQ Investment Holdings, LP F13, F14, F15, F16

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 -959K -17.42% $0.00 4.55M Mar 7, 2022 Class A Common Stock 959K By ICONIQ Strategic Partners III, L.P. F1, F2, F14, F15, F16, F17
transaction GTLB Class B Common Stock Conversion of derivative security $0 -1.02M -17.42% $0.00 4.86M Mar 7, 2022 Class A Common Stock 1.02M By ICONIQ Strategic Partners III-B, L.P. F3, F4, F14, F15, F16, F17
transaction GTLB Class B Common Stock Conversion of derivative security $0 -346K -25% $0.00 1.04M Mar 7, 2022 Class A Common Stock 346K By ICONIQ Strategic Partners IV, L.P. F5, F6, F14, F15, F16, F17
transaction GTLB Class B Common Stock Conversion of derivative security $0 -573K -25% $0.00 1.72M Mar 7, 2022 Class A Common Stock 573K By ICONIQ Strategic Partners IV-B, L.P. F7, F8, F14, F15, F16, F17
holding GTLB Class B Common Stock 163K Mar 7, 2022 Class A Common Stock 163K By ICONIQ Strategic Partners V, L.P. F9, F14, F15, F16, F17
holding GTLB Class B Common Stock 251K Mar 7, 2022 Class A Common Stock 251K By ICONIQ Strategic Partners V-B, L.P. F10, F14, F15, F16, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 7, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 958,798 shares of the Issuer's Class B Common Stock into 958,798 shares of the Issuer's Class A Common Stock.
F2 The shares are held by ICONIQ III.
F3 On March 7, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,024,489 shares of the Issuer's Class B Common Stock into 1,024,489 shares of the Issuer's Class A Common Stock.
F4 The shares are held by ICONIQ III-B.
F5 On March 7, 2022, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 345,571 shares of the Issuer's Class B Common Stock into 345,571 shares of the Issuer's Class A Common Stock.
F6 The shares are held by ICONIQ IV.
F7 On March 7, 2022, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 572,572 shares of the Issuer's Class B Common Stock into 572,572 shares of the Issuer's Class A Common Stock.
F8 The shares are held by ICONIQ IV-B.
F9 The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F10 The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F11 The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
F12 The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
F13 The shares are held by ICONIQ Investment Holdings, LP ("ICONIQ Investment").
F14 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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI
F15 (Continued from footnote 14) and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment. Makan is the sole member of ICONIQ Investment GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP.
F16 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.
F17 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 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.