Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners III, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  6,060,530 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  6,060,530 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,060,530 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  33.5% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 6,060,530 shares of Common Stock consisting of (i) 556,335 shares of Class A Common Stock and (ii) 5,504,195 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock and (ii) 132,200,000 shares of Class B common stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 5,504,195 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners III-B, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  6,475,751 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  6,475,751 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,475,751 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  35.0% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 6,475,751 shares of Common Stock consisting of (i) 594,449 shares of Class A Common Stock and (ii) 5,881,302 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 5,881,302 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners III GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  12,536,281 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  12,536,281 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  12,536,281 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  52.3% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 12,536,281 shares of Common Stock consisting of (i) 1,150,784 shares of Class A Common Stock and (ii) 11,385,497 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 11,385,497 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners III TT GP, Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  12,536,281 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  12,536,281 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  12,536,281 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  52.3% (2)(3)(4)

  TYPE OF REPORTING PERSON

  CO

Represents 12,536,281 shares of Common Stock consisting of (i) 1,150,784 shares of Class A Common Stock and (ii) 11,385,497 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 11,385,497 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐         (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,382,283 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  1,382,283 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,382,283 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.9% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 1,382,283 shares of Common Stock consisting of (i) 0 shares of Class A Common Stock and (ii) 1,382,283 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock and outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 1,382,283 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners IV-B, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)        ☐ (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  2,290,287 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  2,290,287 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,290,287 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  15.4% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 2,290,287 shares of Common Stock consisting of (i) 0 shares of Class A Common Stock and (ii) 2,290,287 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 2,290,287 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners IV GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐         (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  3,672,570 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  3,672,570 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,672,570 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.6% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 3,672,570 shares of Common Stock consisting of (i) 0 shares of Class A Common Stock and (ii) 3,672,570 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 3,672,570 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners IV TT GP, Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐         (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  3,672,570 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  3,672,570 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,672,570 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.6% (3)

12.

  TYPE OF REPORTING PERSON

  CO

Represents 3,672,570 shares of Common Stock consisting of (i) 0 shares of Class A Common Stock and (ii) 3,672,570 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 3,672,570 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners V, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐         (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  292,411 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  292,411 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  292,411 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.3% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 292,411 shares of Common Stock consisting of (i) 129,400 shares of Class A Common Stock and (ii) 163,011 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 163,011 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners V-B, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  446,776 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  446,776 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  446,776 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.5% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 446,776 shares of Common Stock consisting of (i) 195,650 shares of Class A Common Stock and (ii) 251,126 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 251,126 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners V GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  739,187 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  739,187 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  739,187 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  5.7% (3)

  TYPE OF REPORTING PERSON

  PN

Represents 739,187 shares of Common Stock consisting of (i) 325,050 shares of Class A Common Stock and (ii) 414,137 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 414,137 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners V TT GP, Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  739,187 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  739,187 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  739,187 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  5.7% (3)

  TYPE OF REPORTING PERSON

  CO

Represents 739,187 shares of Common Stock consisting of (i) 325,050 shares of Class A Common Stock and (ii) 414,137 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 414,137 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners VI, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  429,104 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  429,104 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  429,104 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.4% (2)

  TYPE OF REPORTING PERSON

  PN

Represents 429,104 shares of Common Stock consisting of (i) 429,104 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI, L.P.

The percent of class was calculated based on 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners VI-B, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  535,503 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  535,503 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  535,503 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  4.3% (2)

  TYPE OF REPORTING PERSON

  PN

Represents 535,503 shares of Common Stock consisting of (i) 535,503 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI-B, L.P.

The percent of class was calculated based on 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners VI GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  964,607 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  964,607 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  964,607 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.7% (2)

  TYPE OF REPORTING PERSON

  PN

Represents 964,607 shares of Common Stock consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P.

The percent of class was calculated based on 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021.

  NAMES OF REPORTING PERSONS

  ICONIQ Strategic Partners VI TT GP, Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  964,607 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  964,607 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  964,607 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.7% (2)

  TYPE OF REPORTING PERSON

  CO

Represents 964,607 shares of Common Stock consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P.

The percent of class was calculated based on 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021.

  NAMES OF REPORTING PERSONS

  ICONIQ Investment Holdings, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  334,827 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  334,827 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  334,827 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.7% (2)

  TYPE OF REPORTING PERSON

  PN

Represents 334,827 shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Investment Holdings, LP.

The percent of class was calculated based on 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021.

  NAMES OF REPORTING PERSONS

  ICONIQ Capital Group, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  334,827 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  334,827 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  334,827 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.7% (2)

  TYPE OF REPORTING PERSON

  OO

Represents 334,827 shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Investment Holdings, LP. ICONIQ Capital Group, LLC is the general partner of ICONIQ Investment Holdings, LP and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP.

The percent of class was calculated based on 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021.

  NAMES OF REPORTING PERSONS

  Divesh Makan

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  18,247,472 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  18,247,472 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  18,247,472 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  65.0% (3)

  TYPE OF REPORTING PERSON

  IN

Represents 18,247,472 shares of Common Stock consisting of (i) 2,775,268 shares of Class A Common Stock and (ii) 15,472,204 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Investment Holdings, LP. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. ICONIQ Capital Group, LLC is the sole general partner of ICONIQ Investment Holdings, LP, and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd. Divesh Makan is the sole member of ICONIQ Capital Group, LLC.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 15,472,204 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  William J.G. Griffith

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  17,912,645 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  17,912,645 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  17,912,645 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  63.8% (3)

  TYPE OF REPORTING PERSON

  IN

Represents 17,912,645 shares of Common Stock consisting of (i) 2,440,441 shares of Class A Common Stock and (ii) 15,472,204 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 15,472,204 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  Matthew Jacobson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,376,364 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,376,364 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,376,364 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  32.2% (3)

  TYPE OF REPORTING PERSON

  IN

Represents 5,376,364 shares of Common Stock consisting of (i) 1,289,657 shares of Class A Common Stock and (ii) 4,086,707 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers 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 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 Issuers 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 Common Stock.

The percent of class was calculated based on (i) 12,600,000 shares of Class A Common Stock outstanding as of November 29, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 7, 2021, plus (ii) 5,376,364 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

Item 1.

Issuer

(a)

Name of Issuer:

Gitlab, Inc. (the Issuer)

(b)

Address of Issuers Principal Executive Offices:

Not applicable

Item 2.

Filing Person

(a)  (c)

Name of Persons Filing; Address; Citizenship:

(i)  ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership (ICONIQ III).

(ii)  ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership (ICONIQ III-B, and together with ICONIQ III, the ICONIQ III Funds).

(iii)   ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership (ICONIQ IV).

(iv) ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership (ICONIQ IV-B and, together with ICONIQ IV, the ICONIQ IV Funds).

(v)   ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership (ICONIQ V).

(vi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership (ICONIQ V-B and, together with ICONIQ V, the ICONIQ V Funds).

(vii)  ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership (ICONIQ VI).

(viii)  ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership (ICONIQ VI-B and, together with ICONIQ VI, the ICONIQ VI Funds).

(ix) ICONIQ Investment Holdings, LP (ICONIQ Investment), a Delaware limited partnership.

(x)   ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership (ICONIQ III GP), the sole general partner of the ICONIQ III Funds.

(xi) ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership (ICONIQ IV GP), the sole general partner of the ICONIQ IV Funds.

(xii)  ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership (ICONIQ V GP), the sole general partner of the ICONIQ V Funds.

(xiii)  ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership (ICONIQ VI GP), the sole general partner of the ICONIQ VI Funds.

(xiv) ICONIQ Capital Group GP, LLC, a Delaware limited liability company (ICONIQ Investment GP), the sole general partner of ICONIQ Investment.

(xv)   ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company (ICONIQ III Parent GP), the sole general partner of ICONIQ III GP.

(xvi) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company (ICONIQ IV Parent GP), the sole general partner of ICONIQ IV GP.

(xvii) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company (ICONIQ V Parent GP), the sole general partner of ICONIQ V GP.

(xviii)ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company (ICONIQ VI Parent GP), the sole general partner of ICONIQ VI GP.

(xix) Divesh Makan, a citizen of the United States (Makan), the sole member of ICONIQ Investment GP.

(xx)   William J.G. Griffith, a citizen of the United States (Griffith), together with Makan, are the sole equity holders of ICONIQ III Parent GP.

(xxi) Matthew Jacobson, a citizen of the United States (Jacobson), together with Makan and Griffith, are the sole equity holders of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP.

The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

(d)

(e)

CUSIP Number:

37637K108

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

☐

(b)

☐

(c)

☐

(d)

☐

(e)

☐

(f)

☐

(g)

☐

(h)

☐

(i)

☐

(j)

☐

(k)

☐

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

(ii)

(iii)

(iv)

(v)

ICONIQ IV directly owns 1,382,283 shares of Common Stock consisting of (i) 0 shares of Class A Common Stock and (ii) 1,382,283 shares of Class B Common Stock, which represents approximately 9.9% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

Reporting Person

ICONIQ III

ICONIQ III-B

ICONIQ III GP

ICONIQ III Parent GP

ICONIQ IV

ICONIQ IV-B

ICONIQ IV GP

ICONIQ IV Parent GP

ICONIQ V

ICONIQ V-B

ICONIQ V GP

ICONIQ V Parent GP

ICONIQ VI

ICONIQ VI-B

ICONIQ VI GP

ICONIQ VI Parent GP

ICONIQ Investment Holdings, LP

ICONIQ Capital Group GP, LLC

Makan

Griffith

Jacobson

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a group as used in Rule 13d-5(b)(1)..

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

/s/ Kevin Foster

Islands exempted limited partnership

/s/ Kevin Foster

ICONIQ Strategic Partners IV, L.P., a Cayman

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Divesh Makan

/s/ William J.G. Griffith

/s/ Matthew Jacobson