0000950170-24-043715.txt : 20240411 0000950170-24-043715.hdr.sgml : 20240411 20240411161522 ACCESSION NUMBER: 0000950170-24-043715 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240409 FILED AS OF DATE: 20240411 DATE AS OF CHANGE: 20240411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacobson Matthew CENTRAL INDEX KEY: 0001783518 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 24838702 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] ORGANIZATION NAME: 06 Technology 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: 650-474-5175 MAIL ADDRESS: STREET 1: 268 BUSH STREET STREET 2: #350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 4 1 ownership.xml 4 X0508 4 2024-04-09 0001653482 Gitlab Inc. GTLB 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 true false false false false Class A Common Stock 2024-04-09 4 C false 691141 A 1348719 I By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 2024-04-09 4 C false 1145143 A 2234674 I By ICONIQ Strategic Partners IV-B, L.P. Class A Common Stock 1056994 I By ICONIQ Strategic Partners III, L.P. Class A Common Stock 1129411 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 146206 I By ICONIQ Strategic Partners V, L.P. Class A Common Stock 223388 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. Class A Common Stock 334827 I By ICONIQ Investment Holdings, LP Class A Common Stock 492956 D Class B Common Stock 2024-04-09 4 C false 691141 0.00 D Class A Common Stock 691141 0 I By ICONIQ Strategic Partners IV, L.P. Class B Common Stock 2024-04-09 4 C false 1145143 0.00 D Class A Common Stock 1145143 0 I By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock Class A Common Stock 146205 146205 I By ICONIQ Strategic Partners V, L.P. Class B Common Stock Class A Common Stock 223388 223388 I By ICONIQ Strategic Partners V-B, L.P. On April 9, 2024, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 691,141 shares of the Issuer's Class B Common Stock into 691,141 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ IV. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ Strategic Partners III, L.P. ("ICONIQ III") and ICONIQ Strategic Partners III-B, L.P. ("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 Strategic Partners IV-B, L.P. ("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 Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment Holdings, LP ("ICONIQ Investment"). Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. Makan and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI 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. On April 9, 2024, ICONIQ IV-B converted in the aggregate 1,145,143 shares of the Issuer's Class B Common Stock into 1,145,143 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ IV-B. The shares are held by ICONIQ III. The shares are held by ICONIQ III-B. The shares are held by ICONIQ V. The shares are held by ICONIQ V-B. The shares are held by ICONIQ VI. The shares are held by ICONIQ VI-B. The shares are held by ICONIQ Investment. The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 52,810 shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. The Reporting Person disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of 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 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. /s/ Matthew Jacobson 2024-04-11