Matthew Jacobson - Mar 27, 2023 Form 4 Insider Report for Gitlab Inc. (GTLB)

Signature
/s/ Matthew Jacobson
Stock symbol
GTLB
Transactions as of
Mar 27, 2023
Transactions value $
$0
Form type
4
Date filed
3/29/2023, 05:00 PM
Previous filing
Dec 7, 2022
Next filing
Apr 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTLB Class A Common Stock Other -967K -31.91% 2.06M Mar 27, 2023 By ICONIQ Strategic Partners III, L.P. F1, F2, F12, F13, F14
transaction GTLB Class A Common Stock Other -1.03M -31.91% 2.2M Mar 27, 2023 By ICONIQ Strategic Partners III-B, L.P. F3, F4, F12, F13, F14
holding GTLB Class A Common Stock 691K Mar 27, 2023 By ICONIQ Strategic Partners IV, L.P. F5, F12, F13, F14
holding GTLB Class A Common Stock 1.15M Mar 27, 2023 By ICONIQ Strategic Partners IV-B, L.P. F6, F12, F13, F14
holding GTLB Class A Common Stock 146K Mar 27, 2023 By ICONIQ Strategic Partners V, L.P. F7, F12, F13, F14
holding GTLB Class A Common Stock 223K Mar 27, 2023 By ICONIQ Strategic Partners V-B, L.P. F8, F12, F13, F14
holding GTLB Class A Common Stock 429K Mar 27, 2023 By ICONIQ Strategic Partners VI, L.P. F9, F12, F13, F14
holding GTLB Class A Common Stock 536K Mar 27, 2023 By ICONIQ Strategic Partners VI-B, L.P. F10, F12, F13, F14
holding GTLB Class A Common Stock 335K Mar 27, 2023 By ICONIQ Investment Holdings, LP F11, F12, F13, F14
holding GTLB Class A Common Stock 96K Mar 27, 2023 Direct F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 27, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 966,878 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F2 The shares are held by ICONIQ III.
F3 On March 27, 2023, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") distributed, for no consideration, in the aggregate 1,033,122 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
F4 The shares are held by ICONIQ III-B.
F5 The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
F6 The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
F7 The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F8 The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F9 The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
F10 The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
F11 The shares are held by ICONIQ Investment Holdings, LP ("ICONIQ Investment").
F12 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.
F13 (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI 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. Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. 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.
F14 The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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.
F15 The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 96,019 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. The Reporting Person disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of 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.