Robin Schulman - Dec 29, 2023 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role
Chief Legal Officer & Corp Sec
Signature
/s/ Brian G. Robins, Attorney-in-Fact for Robin Schulman
Stock symbol
GTLB
Transactions as of
Dec 29, 2023
Transactions value $
-$5,931,331
Form type
4
Date filed
1/3/2024, 04:18 PM
Previous filing
Dec 20, 2023
Next filing
Jan 18, 2024

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 $0 +50K +47.6% $0.00 155K Dec 29, 2023 Direct F1
transaction GTLB Class A Common Stock Sale -$4.99M -79K -50.94% $63.18 76.1K Dec 29, 2023 Direct F2, F3
transaction GTLB Class A Common Stock Sale -$941K -14.6K -19.23% $64.35 61.4K Dec 29, 2023 Direct F2, F4, F5

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 Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -50K -26.49% $0.00 139K Dec 29, 2023 Class B Common Stock 50K $8.90 Direct F2, F6
transaction GTLB Class B Common Stock Options Exercise +50K 50K Dec 29, 2023 Class A Common Stock 50K $8.90 Direct F1, F2
transaction GTLB Class B Common Stock Conversion of derivative security -50K -100% 0 Dec 29, 2023 Class A Common Stock 50K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 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.
F2 The option exercises and sales reported on this Form 4 were executed pursuant to a trading plan entered into by the reporting person on December 30, 2022 and amended on September 29, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.82 to $63.80, inclusive. The Reporting Person undertakes to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 3 and footnote 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.82 to $64.72, inclusive.
F5 Includes shares of Class A Common Stock that have not yet vested.
F6 25% of the total option award vested on December 2, 2020, and the remainder vested or vests as to 1/48 of the total award monthly on the 2nd, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option award also includes an early exercise feature, whereby unvested options may be early exercised at any time.