Gv 2017 Gp, L.L.C. - Oct 13, 2021 Form 3 Insider Report for Gitlab Inc. (GTLB)

Role: 10%+ Owner
Signature: /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.L.C.
Stock symbol: GTLB
Transactions as of: Oct 13, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/6/2022, 04:15 PM
Previous filing: Jun 22, 2021
Next filing: May 6, 2022

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 C Preferred Stock							Oct 13, 2021	Class B Common Stock	8.37M		By GV 2017, L.P.	F1, F2, F3
holding	GTLB	Series D Preferred Stock							Oct 13, 2021	Class B Common Stock	515K		By GV 2017, L.P.	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 C Preferred Stock and Series D Preferred Stock automatically converts, or converted, into one share of the Issuer's Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"). Other than the aforementioned conversion, Series C Preferred Stock and Series D Preferred Stock have no expiration date.
F2	Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers, whether or not for value, as well as upon the earliest of: (i) the tenth anniversary of 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 Common Stock (including shares of Class B Common Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock of all classes then outstanding; and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Common Stock.
F3	The securities reported in this row are held directly held by GV 2017, L.P. (the "Partnership"). The general partner of the Partnership is GV 2017 GP, L.P. (the "GP"). The general partner of the GP is GV 2017 GP, L.L.C. ("GV 2017 LLC"). The sole managing member of GV 2017 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The sole controlling stockholder of XXVI is Alphabet Inc. Each of the GP, GV 2017 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.