Sytse Sijbrandij - Jan 31, 2023 Form 5 Insider Report for Gitlab Inc. (GTLB)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij
Stock symbol
GTLB
Transactions as of
Jan 31, 2023
Transactions value $
$0
Form type
5
Date filed
2/13/2023, 05:54 PM
Previous filing
Oct 18, 2021
Next filing
Jul 19, 2023

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 Gift $0 -21.7M -100% $0.00* 0 Dec 23, 2021 Class A Common Stock 21.7M $0.00 See footnote F1, F2, F3
transaction GTLB Class B Common Stock Gift $0 +21.7M $0.00 21.7M Dec 23, 2021 Class A Common Stock 21.7M Direct F1, F2
transaction GTLB Class B Common Stock Gift $0 -21.7M -100% $0.00* 0 May 1, 2022 Class A Common Stock 21.7M Direct F1, F4
transaction GTLB Class B Common Stock Gift $0 +21.7M $0.00 21.7M May 1, 2022 Class A Common Stock 21.7M By Trust F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 Issuer's initial public offering ("IPO"), (ii) the death or disability of the Reporting Person, (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.
F2 Rients.org B.V. transferred 21,690,901 shares of the Issuer's Class B Common Stock to the direct ownership of the Reporting Person for no consideration.
F3 These securities were held by Rients.org B.V.
F4 The Reporting Person transferred 21,690,901 shares of the Issuer's Class B Common Stock to the Sytse Sijbrandij Revocable Trust dated February 21, 2019 for no consideration.
F5 These securities are held by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the Reporting Person is the sole trustee.