0001209191-22-027590.txt : 20220506 0001209191-22-027590.hdr.sgml : 20220506 20220506161848 ACCESSION NUMBER: 0001209191-22-027590 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211018 FILED AS OF DATE: 20220506 DATE AS OF CHANGE: 20220506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alphabet Inc. CENTRAL INDEX KEY: 0001652044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 22901332 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2017 GP, L.L.C. CENTRAL INDEX KEY: 0001733338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 22901335 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2017, L.P. CENTRAL INDEX KEY: 0001733340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 22901333 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2017 GP, L.P. CENTRAL INDEX KEY: 0001733339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 22901334 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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: 650-474-5175 MAIL ADDRESS: STREET 1: 268 BUSH STREET STREET 2: #350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-18 0 0001653482 Gitlab Inc. GTLB 0001733338 GV 2017 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001733339 GV 2017 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001733340 GV 2017, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001652044 Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 Class B Common Stock 2021-10-18 4 C 0 8888776 A Class A Common Stock 8888776 8888776 I By GV 2017, L.P. Series C Preferred Stock 2021-10-18 4 C 0 8374040 D Class B Common Stock 8374040 0 I By GV 2017, L.P. Series D Preferred Stock 2021-10-18 4 C 0 514736 D Class B Common Stock 514736 0 I By GV 2017, L.P. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers, whether or not for value, as well as upon the earliest of: (i) the tenth anniversary of the date of the Issuer's initial public offering (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 Common Stock (including shares of Class B Common Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock of all classes then outstanding; and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Common Stock. The securities reported in this row are held directly held by GV 2017, L.P. (the "Partnership"). The general partner of the Partnership is GV 2017 GP, L.P. (the "GP"). The general partner of the GP is GV 2017 GP, L.L.C. ("GV 2017 LLC"). The sole managing member of GV 2017 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The sole controlling stockholder of XXVI is Alphabet Inc. Each of the GP, GV 2017 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Each share of Series C Preferred Stock and Series D Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the IPO. Other than the aforementioned conversion, Series B Preferred Stock and Series C Preferred Stock have no expiration date. /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.L.C. 2022-05-06 /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.P. 2022-05-06 /s/ Inga Goldbard, General Counsel of GV 2017, L.P. 2022-05-06 /s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. 2022-05-06