August Capital Management VII, L.L.C. - Jul 6, 2022 Form 4 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
Jul 6, 2022
Transactions value $
-$9,780,231
Form type
4
Date filed
7/8/2022, 09:27 PM
Previous filing
Apr 29, 2022
Next filing
Aug 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTLB Class A common stock Other $0 -3.03M -20.31% $0.00 11.9M Jul 6, 2022 See footnotes F1, F2, F3
transaction GTLB Class A common stock Other $0 +142K $0.00 142K Jul 6, 2022 Direct F4, F5
transaction GTLB Class A common stock Other $0 +142K $0.00 142K Jul 6, 2022 Direct F6, F7
transaction GTLB Class A common stock Sale -$2.36M -41.9K -29.4% $56.33 101K Jul 6, 2022 Direct F7, F8
transaction GTLB Class A common stock Sale -$1.6M -28.1K -27.96% $56.93 72.5K Jul 6, 2022 Direct F7, F9
transaction GTLB Class A common stock Other $0 +142K $0.00 142K Jul 6, 2022 Direct F10, F11
transaction GTLB Class A common stock Sale -$1.52M -26.1K -18.34% $58.30 116K Jul 7, 2022 Direct F11, F12
transaction GTLB Class A common stock Sale -$1.79M -30.3K -26.05% $59.07 86K Jul 7, 2022 Direct F11, F13
transaction GTLB Class A common stock Sale -$161K -2.9K -3.37% $55.51 83.1K Jul 8, 2022 Direct F11, F14
transaction GTLB Class A common stock Sale -$292K -5.18K -6.23% $56.42 77.9K Jul 8, 2022 Direct F11, F15
transaction GTLB Class A common stock Sale -$1.25M -21.7K -27.89% $57.56 56.2K Jul 8, 2022 Direct F11, F16
transaction GTLB Class A common stock Sale -$752K -12.9K -22.95% $58.32 43.3K Jul 8, 2022 Direct F11, F17
transaction GTLB Class A common stock Sale -$50.1K -850 -1.96% $58.99 42.5K Jul 8, 2022 Direct F11, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 6, 2022, August Capital VII, L.P., for itself and as nominee for August Capital Strategic Partners VII, L.P. (collectively, the "August Capital VII Funds") distributed, for no consideration, 3,031,943 shares of the Issuer's Class A Common Stock (the "August Capital VII Shares") to their respective limited partners and to August Capital Management VII, L.L.C. ("ACM VII"), the general partner of the August Capital VII Funds, representing each such partner's pro rata interest in such August Capital VII Shares. On the same date, ACM VII distributed, for no consideration, the August Capital VII Shares it received in the distribution by August Capital VII Funds to its members, representing each such member's pro rata interest in such August Capital VII Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
F2 These securities are held directly by August Capital VII, L.P., for itself and as nominee for August Capital Strategic Partners VII, L.P. ACM VII is the general partner of the August Capital VII Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital VII Funds. David Hornik ("Hornik"), W. Eric Carlborg ("Carlborg"), and Howard Hartenbaum ("Hartenbaum") are members of ACM VII and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital VII Funds.
F3 Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the August Capital VII Funds (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
F4 Represents shares received by Carlborg pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
F5 Shares held by Carlborg. Each of the Reporting Persons disclaims the existence of a "group" and, other than Carlborg, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F6 Represents shares received by Hartenbaum pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
F7 Shares held by Hartenbaum. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hartenbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.81 to $56.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.81 to $57.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F10 Represents shares received by Hornik pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
F11 Shares held by Hornik. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hornik, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.76 to $58.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.76 to $59.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.91 to $55.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.91 to $56.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.92 to $57.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.92 to $58.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.93 to $59.05, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.