3//SEC Filing
ICONIQ Strategic Partners IV-B, L.P. 3
Accession 0000899243-21-040153
CIK 0001653482other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 7:33 PM ET
Size
36.1 KB
Accession
0000899243-21-040153
Insider Transaction Report
Form 3
Gitlab Inc.GTLB
Holdings
- 556,335
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (924,391 underlying)Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) - (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying) - 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)
Holdings
- 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) - (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)- 556,335
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (924,391 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying)
Holdings
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying) - 556,335
Class A Common Stock
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)- 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (924,391 underlying)Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying)
Holdings
Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)Class B Common Stock
→ Class A Common Stock (924,391 underlying)- 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) - (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) - 556,335
Class A Common Stock
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying)
Holdings
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) Class B Common Stock
→ Class A Common Stock (924,391 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying) - 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) - 556,335
Class A Common Stock
Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)
ICONIQ Strategic Partners IV, L.P.
10% Owner
Holdings
- 556,335
Class A Common Stock
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) - (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying) Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)- 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (924,391 underlying)
ICONIQ Strategic Partners IV-B, L.P.
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (924,391 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying) Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)- 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) - 556,335
Class A Common Stock
ICONIQ Strategic Partners III, L.P.
10% Owner
Holdings
- 594,449(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class A Common Stock
Series D Preferred Stock
→ Class B Common Stock (4,139,080 underlying)- 556,335
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (924,391 underlying)- (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Class B Common Stock
→ Class A Common Stock (987,724 underlying) - (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series E Preferred Stock
→ Class B Common Stock (470,918 underlying) - (indirect: By ICONIQ Strategic Partners III-B, L.P.)
Series D Preferred Stock
→ Class B Common Stock (4,422,660 underlying) Series E Preferred Stock
→ Class B Common Stock (440,724 underlying)
Footnotes (10)
- [F1]The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
- [F10]Each share of Series D Preferred Stock and Series E Preferred Stock (together, the "Preferred Stock") will automatically convert into one share of Class B Stock immediately prior to the closing of the IPO. The Preferred Stock has no expiration date.
- [F2]The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
- [F3]The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
- [F4]The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
- [F5]The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
- [F6]The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
- [F7]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. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP and ICONIQ V Parent GP.
- [F8]Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- [F9]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 Issuer's initial public offering ("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.
Documents
Issuer
Gitlab Inc.
CIK 0001653482
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001761522
Filing Metadata
- Form type
- 3
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 7:33 PM ET
- Size
- 36.1 KB