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Filing Details

Accession Number:: 0001209191-22-046766
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-18 19:31:06
Reporting Period:: 2022-08-16

Accepted Time:: 2022-08-18 19:31:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1653482	Gitlab Inc.	GTLB	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1191203	Eric W Carlborg	445 Sherman Avenue Suite 230 Palo Alto CA 94306	No	No	Yes	No
1547378	David Hornik	445 Sherman Avenue Suite 230 Palo Alto CA 94306	No	No	Yes	No
1547424	Howard Hartenbaum	445 Sherman Avenue Suite 230 Palo Alto CA 94306	No	No	Yes	No
1630524	August Capital Vii, L.p.	445 Sherman Avenue Suite 230 Palo Alto CA 94306	No	No	Yes	No
1630529	August Capital Management Vii, L.l.c.	445 Sherman Avenue Suite 230 Palo Alto CA 94306	No	No	Yes	No
1644962	August Capital Strategic Partners Vii, L.p.	445 Sherman Avenue Suite 230 Palo Alto CA 94306	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2022-08-16	3,031,943	$0.00	8,867,314	No	4	J	Indirect	See footnotes
Class A Common Stock	Acquisiton	2022-08-16	168,453	$0.00	310,905	No	4	J	Direct
Class A Common Stock	Disposition	2022-08-13	36,226	$0.00	36,226	No	5	G	Direct
Class A Common Stock	Acquisiton	2022-08-16	168,453	$0.00	204,679	No	4	J	Direct
Class A Common Stock	Disposition	2022-08-16	36,226	$0.00	168,453	No	5	G	Direct
Class A Common Stock	Acquisiton	2022-08-16	168,453	$0.00	210,907	No	4	J	Direct
Class A Common Stock	Disposition	2022-08-16	16,967	$66.38	193,940	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-16	40,925	$67.28	153,015	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-16	3,278	$67.96	149,737	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-17	24,304	$64.33	125,433	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-17	7,000	$65.31	118,433	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-17	7,126	$66.13	111,307	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-17	400	$67.10	110,907	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnotes
No	4	J	Direct
No	5	G	Direct
No	4	J	Direct
No	5	G	Direct
No	4	J	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	36,226	Indirect	See footnote

Footnotes

On August 16, 2022, August Capital VII, L.P., for itself and as nominee for August Capital Strategic Partners VII, L.P. (collectively, the "August Capital VII Funds") distributed, for no consideration, 3,031,943 shares of the Issuer's Class A Common Stock (the "August Capital VII Shares") to their respective limited partners and to August Capital Management VII, L.L.C. ("ACM VII"), the general partner of the August Capital VII Funds, representing each such partner's pro rata interest in such August Capital VII Shares. On the same date, ACM VII distributed, for no consideration, the August Capital VII Shares it received in the distribution by August Capital VII Funds to its members, representing each such member's pro rata interest in such August Capital VII Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
These securities are held directly by August Capital VII, L.P., for itself and as nominee for August Capital Strategic Partners VII, L.P. ACM VII is the general partner of the August Capital VII Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital VII Funds. David Hornik ("Hornik"), W. Eric Carlborg ("Carlborg"), and Howard Hartenbaum ("Hartenbaum") are members of ACM VII and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital VII Funds.
Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the August Capital VII Funds (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by Carlborg pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares held by Carlborg. Each of the Reporting Persons disclaims the existence of a "group" and, other than Carlborg, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Shares held by Hartenbaum. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hartenbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by Hartenbaum pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Represents shares received by Hornik pursuant to pro rata distributions by the August Capital VII Funds and ACM VII, for no consideration, of the shares of the August Capital VII Shares to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares held by Hornik. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hornik, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.78 to $67.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.78 to $68.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.75 to $64.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.75 to $65.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.75 to $66.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Shares held by Hartenbaum daughter's trust, for which Hartenbaum is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Hartenbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.