Matthew Jacobson - Jun 13, 2023 Form 4/A - Amendment Insider Report for Gitlab Inc. (GTLB)

Signature
/s/ Matthew Jacobson
Stock symbol
GTLB
Transactions as of
Jun 13, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
6/21/2023, 04:31 PM
Date Of Original Report
Jun 15, 2023
Previous filing
Apr 6, 2023
Next filing
Jun 16, 2023

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 +1.45M +108.38% 2.79M Jun 13, 2023 By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F14, F15, F16
transaction GTLB Class A Common Stock Other -725K -26% 2.06M Jun 13, 2023 By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F14, F15, F16
transaction GTLB Class A Common Stock Conversion of derivative security +1.55M +108.38% 2.98M Jun 13, 2023 By ICONIQ Strategic Partners III-B, L.P. F4, F5, F6, F14, F15, F16
transaction GTLB Class A Common Stock Other -745K -25% 2.23M Jun 13, 2023 By ICONIQ Strategic Partners III-B, L.P. F4, F5, F6, F14, F15, F16
transaction GTLB Class A Common Stock Other -30K -1.34% 2.2M Jun 16, 2023 By ICONIQ Strategic Partners III-B, L.P. F4, F5, F6, F14, F15, F16
holding GTLB Class A Common Stock 691K Jun 13, 2023 By ICONIQ Strategic Partners IV, L.P. F7, F14, F15, F16
holding GTLB Class A Common Stock 1.15M Jun 13, 2023 By ICONIQ Strategic Partners IV-B, L.P. F8, F14, F15, F16
holding GTLB Class A Common Stock 146K Jun 13, 2023 By ICONIQ Strategic Partners V, L.P. F9, F14, F15, F16
holding GTLB Class A Common Stock 223K Jun 13, 2023 By ICONIQ Strategic Partners V-B, L.P. F10, F12, F13, F14
holding GTLB Class A Common Stock 429K Jun 13, 2023 By ICONIQ Strategic Partners VI, L.P. F11, F12, F13, F14
holding GTLB Class A Common Stock 536K Jun 13, 2023 By ICONIQ Strategic Partners VI-B, L.P. F12, F14, F15, F16
holding GTLB Class A Common Stock 335K Jun 13, 2023 By ICONIQ Investment Holdings, LP F13, F14, F15, F16
holding GTLB Class A Common Stock 240K Jun 13, 2023 Direct F17

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 -1.45M -47.86% $0.00 1.58M Jun 13, 2023 Class A Common Stock 1.45M By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F14, F15, F16, F18
transaction GTLB Class B Common Stock Conversion of derivative security $0 -1.55M -47.86% $0.00 1.69M Jun 13, 2023 Class A Common Stock 1.55M By ICONIQ Strategic Partners III-B, L.P. F4, F5, F6, F14, F15, F16, F18
holding GTLB Class B Common Stock 691K Jun 13, 2023 Class A Common Stock 691K By ICONIQ Strategic Partners IV, L.P. F7, F14, F15, F16, F18
holding GTLB Class B Common Stock 1.15M Jun 13, 2023 Class A Common Stock 1.15M By ICONIQ Strategic Partners IV-B, L.P. F8, F14, F15, F16, F18
holding GTLB Class B Common Stock 146K Jun 13, 2023 Class A Common Stock 146K By ICONIQ Strategic Partners V, L.P. F9, F14, F15, F16, F18
holding GTLB Class B Common Stock 223K Jun 13, 2023 Class A Common Stock 223K By ICONIQ Strategic Partners V-B, L.P. F10, F14, F15, F16, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 13, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,450,318 shares of the Issuer's Class B Common Stock into 1,450,318 shares of the Issuer's Class A Common Stock. On the same date, ICONIQ III distributed, for no consideration, in the aggregate 725,159 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.
F2 (Continued from Footnote 1) 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").
F3 The shares are held by ICONIQ III.
F4 On June 13, 2023, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,549,682 shares of the Issuer's Class B Common Stock into 1,549,682 shares of the Issuer's Class A Common Stock. On the same date, ICONIQ III-B distributed, for no consideration, in the aggregate 744,841 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.
F5 (Continued from Footnote 4) Subsequently, on June 16, 2023, ICONIQ III-B distributed, for no consideration, an additional 30,000 ICONIQ III-B shares to ICONIQ III GP, and 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.
F6 The shares are held by ICONIQ III-B.
F7 The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
F8 The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("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 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.
F15 (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.
F16 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.
F17 The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 72,013 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.
F18 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.

Remarks:

This amendment on Form 4/A amends and restates the Form 4 originally filed by the Reporting Person on June 15, 2023 (the "Original Form 4"). Due to administrative error, the Original Form 4 inadvertently overstated the number of shares distributed from ICONIQ III-B on June 13, 2023 by 30,000 shares. Such shares were subsequently distributed on June 16, 2023.