X0306 4/A 2021-12-10 2021-12-14 0 0001653482 Gitlab Inc. GTLB 0001688143 Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001889155 ICONIQ Investment Holdings, LP C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001889156 ICONIQ Capital Group GP, LLC C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688124 Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Class A Common Stock 2021-12-10 4 P 0 53676 75.0697 A 53676 D Class A Common Stock 2021-12-10 4 P 0 53329 75.0075 A 53329 I By William J.G.Griffith Class A Common Stock 2021-12-10 4 P 0 10 74.88 A 10 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-10 4 P 0 2900 71.5503 A 2910 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-10 4 P 0 8030 72.6144 A 10940 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-10 4 P 0 30041 73.7245 A 40981 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-10 4 P 0 245030 74.8914 A 286011 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-13 4 P 0 1014 72.9779 A 287025 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-13 4 P 0 9143 74.0595 A 296168 I By ICONIQ Investment Holdings, LP Class A Common Stock 2021-12-13 4 P 0 38659 74.8188 A 334827 I By ICONIQ Investment Holdings, LP 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 A Common Stock 129400 I By ICONIQ Strategic Partners V, L.P. Class A Common Stock 195650 I By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 429104 I By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 535503 I By ICONIQ Strategic Partners VI-B, L.P. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.85 to $75.25. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. The shares are held directly by Divesh Makan ("Makan") through a family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Persons disclaim 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 or its 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. The shares are held directly by William J.G. Griffith ("Griffith") through a family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Persons disclaim 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 or its 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. This transaction is being reported by Makan and 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 V, L.P. ("ICONIQ V"). The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"). The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-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 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. 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 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. This Amendment No. 2 on Form 4/A amends and restates the Form 4 originally filed on December 14, 2021 to include a row in Table I disclosing the purchase of 53,329 shares by one of the Reporting Persons (see further detail in footnote (3)) that was inadventently omitted from the original filing. ICONIQ Investment Holdings, LP, By: ICONIQ Capital Group GP, LLC, By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2023-02-02 ICONIQ Capital Group GP, LLC, By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2023-02-02 /s/ Divesh Makan 2023-02-02 /s/ William J.G. Griffith 2023-02-02