0000899243-21-040156.txt : 20211013 0000899243-21-040156.hdr.sgml : 20211013 20211013193629 ACCESSION NUMBER: 0000899243-21-040156 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211013 FILED AS OF DATE: 20211013 DATE AS OF CHANGE: 20211013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacobson Matthew CENTRAL INDEX KEY: 0001783518 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 211322242 MAIL ADDRESS: STREET 1: C/O DATADOG, INC. STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gitlab Inc. CENTRAL INDEX KEY: 0001653482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 471861035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 268 BUSH STREET STREET 2: #350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-829-2854 MAIL ADDRESS: STREET 1: 268 BUSH STREET STREET 2: #350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-13 0 0001653482 Gitlab Inc. GTLB 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 1 0 1 0 Class A Common Stock 556335 I By ICONIQ Strategic Partners III, L.P. Class A Common Stock 594449 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock Class A Common Stock 924391 I By ICONIQ Strategic Partners III, L.P. Class B Common Stock Class A Common Stock 987724 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock Class A Common Stock 696035 I By ICONIQ Strategic Partners IV, L.P. Class B Common Stock Class A Common Stock 1153251 I By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock Class A Common Stock 163011 I By ICONIQ Strategic Partners V, L.P. Class B Common Stock Class A Common Stock 251126 I By ICONIQ Strategic Partners V-B, L.P. Series D Preferred Stock Class B Common Stock 4139080 I By ICONIQ Strategic Partners III, L.P. Series D Preferred Stock Class B Common Stock 4422660 I By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock Class B Common Stock 440724 I By ICONIQ Strategic Partners III, L.P. Series E Preferred Stock Class B Common Stock 470918 I By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock Class B Common Stock 686248 I By ICONIQ Strategic Partners IV, L.P. Series E Preferred Stock Class B Common Stock 1137036 I By ICONIQ Strategic Partners IV-B, L.P. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP and ICONIQ V Parent GP. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. 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. Each share of Series D Preferred Stock and Series E Preferred Stock (together, the "Preferred Stock") will automatically convert into one share of Class B Stock immediately prior to the closing of the IPO. The Preferred Stock has no expiration date. /s/ Matthew Jacobson 2021-10-13