X0306 4 2022-03-07 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 2022-03-07 4 C 0 958798 A 1515133 I By ICONIQ Strategic Partners III, L.P. Class A Common Stock 2022-03-07 4 C 0 1024489 A 1618938 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 2022-03-07 4 C 0 345571 A 345571 I By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 2022-03-07 4 C 0 572572 A 572572 I By ICONIQ Strategic Partners IV-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. Class A Common Stock 334827 I By ICONIQ Investment Holdings, LP Class B Common Stock 2022-03-07 4 C 0 958798 0.00 D Class A Common Stock 958798 4545397 I By ICONIQ Strategic Partners III, L.P. Class B Common Stock 2022-03-07 4 C 0 1024489 0.00 D Class A Common Stock 1024489 4856813 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock 2022-03-07 4 C 0 345571 0.00 D Class A Common Stock 345571 1036712 I By ICONIQ Strategic Partners IV, L.P. Class B Common Stock 2022-03-07 4 C 0 572572 0.00 D Class A Common Stock 572572 1717715 I By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock Class A Common Stock 163011 163011 I By ICONIQ Strategic Partners V, L.P. Class B Common Stock Class A Common Stock 251126 251126 I By ICONIQ Strategic Partners V-B, L.P. On March 7, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 958,798 shares of the Issuer's Class B Common Stock into 958,798 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ III. On March 7, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,024,489 shares of the Issuer's Class B Common Stock into 1,024,489 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ III-B. On March 7, 2022, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 345,571 shares of the Issuer's Class B Common Stock into 345,571 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ IV. On March 7, 2022, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 572,572 shares of the Issuer's Class B Common Stock into 572,572 shares of the Issuer's Class A Common Stock. The shares are held by 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"). 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"). The shares are held by ICONIQ Investment Holdings, LP ("ICONIQ Investment"). 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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI (Continued from footnote 14) and 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. Makan is the sole member of ICONIQ Investment GP. Divesh Makan ("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. 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 2022-03-09