August Capital Management VII, L.L.C. - Oct 13, 2021 Form 3 Insider Report for Gitlab Inc. (GTLB)

Role: 10%+ Owner
Signature: /s/ Abigail Hipps, Attorney-in-Fact for August Capital Management VII, L.L.C.
Stock symbol: GTLB
Transactions as of: Oct 13, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/13/2021, 07:18 PM
Next filing: Oct 18, 2021

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	Series B Preferred Stock							Oct 13, 2021	Class B Common Stock	14.3M	$0.00	See footnote	F1, F2, F3
holding	GTLB	Series C Preferred Stock							Oct 13, 2021	Class B Common Stock	672K	$0.00	See footnote	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Each share of Series B Preferred Stock and Series C Preferred Stock will automatically convert into one share of the Issuer's Class B common stock (the "Class B Stock") immediately prior to the closing of the Issuer's initial public offering ("IPO"). The Series B Preferred Stock and Series C Preferred Stock have no expiration date.
F2	Each share of 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.
F3	These securities are held directly by August Capital VII, L.P. as nominee for itself and August Capital Strategic Partners VII, L.P. (the "August Capital Funds"). August Capital Management VII, L.L.C. is the general partner of the August Capital Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. David Hornik, a member of the Issuer's Board of Directors, W. Eric Carlborg, and Howard Hartenbaum are members of August Capital Management VII, L.L.C. and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital Funds.

Remarks:

This report is one of two reports, each on a separate Form 3, but relating to the same transactions being filed by entities and persons affiliated with August Capital.