SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/10/2021 P 10(1) A $74.88 10 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/10/2021 P 2,900 A $71.5503(3) 2,910 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/10/2021 P 8,030 A $72.6144(4) 10,940 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/10/2021 P 30,041 A $73.7245(5) 40,981 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/10/2021 P 245,030 A $74.8914(6) 286,011 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/13/2021 P 1,014 A $72.9779(7) 287,025 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/13/2021 P 9,143 A $74.0595(8) 296,168 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 12/13/2021 P 38,659 A $74.8188(9) 334,827 I(2)(17) By ICONIQ Investment Holdings, LP
Class A Common Stock 556,335 I(10)(16)(17) By ICONIQ Strategic Partners III, L.P.
Class A Common Stock 594,449 I(11)(16)(17) By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock 129,400 I(12)(16)(17) By ICONIQ Strategic Partners V, L.P.
Class A Common Stock 195,650 I(13)(16)(17) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 429,104 I(14)(16)(17) By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock 535,503 I(15)(16)(17) By ICONIQ Strategic Partners VI-B, L.P.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Investment Holdings, LP

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Capital Group GP, LLC

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Griffith William J.G.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. This transaction is being reported by Divesh Makan ("Makan") and William J.G. Griffith ("Griffith"). ICONIQ Investment Holdings, LP ("ICONIQ Investment") and ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") have filed a Form 3 reporting the shares purchased in this transaction.
2. Shares held by ICONIQ Investment. ICONIQ Investment GP is the general partner of ICONIQ Investment. Makan is the sole member of ICONIQ Investment GP. Griffith may have limited partner or other interests in the shares held by ICONIQ Investment.
3. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $71.01 to $72.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $72.10 to $72.99. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $73.03 to $74.02. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
6. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.04 to $75.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
7. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $72.50 to $73.36. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
8. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $73.50 to $74.48. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
9. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.49 to $75.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
10. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
11. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
12. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
13. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
14. The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
15. The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
16. 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 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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Makan and 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 V Parent GP and ICONIQ VI Parent GP.
17. Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, ICONIQ Investment GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Remarks:
ICONIQ Investment Holdings, LP, By: ICONIQ Capital Group GP, LLC, By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 12/14/2021
ICONIQ Capital Group GP, LLC, By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 12/14/2021
/s/ Divesh Makan 12/14/2021
/s/ William J.G. Griffith 12/14/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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