Eric David Johnson - Feb 25, 2022 Form 4 Insider Report for Gitlab Inc. (GTLB)

Role: Chief Technology Officer
Signature: /s/ Robin Schulman, Attorney-in-Fact for Eric David Johnson
Stock symbol: GTLB
Transactions as of: Feb 25, 2022
Transactions value $: $15,777
Form type: 4
Date filed: 3/1/2022, 02:03 PM
Previous filing: Oct 13, 2021
Next filing: Jun 22, 2022

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	+24.2K		$0.00	24.2K	Feb 25, 2022	Direct

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	-24.2K	-4.67%	$0.00	494K	Feb 25, 2022	Class B Common Stock	24.2K	$0.65	Direct	F1
transaction	GTLB	Class B Common Stock	Options Exercise	$15.8K	+24.2K		$0.65^*	24.2K	Feb 25, 2022	Class A Common Stock	24.2K		Direct	F2
transaction	GTLB	Class B Common Stock	Conversion of derivative security	$0	-24.2K	-100%	$0.00^*	0	Feb 25, 2022	Class A Common Stock	24.2K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The option is fully vested.
F2	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) October 13, 2031, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date after October 13, 2021, 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. No cash or other consideration is payable in connection with conversion.

Content

The option is fully vested.

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) October 13, 2031, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date after October 13, 2021, 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. No cash or other consideration is payable in connection with conversion.