Director Jacobson Matthew sold $8,001,797 worth of shares (152,884 units at $52.34) (SEC Form 4)
$GTLB
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/24/2025 | S | 13,268 | D | $52.3019(1) | 494,144 | I(2)(3)(4)(5) | By ICONIQ Strategic Partners III, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 590 | D | $53.1299(6) | 493,554 | I(2)(3)(4)(5) | By ICONIQ Strategic Partners III, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 14,168 | D | $52.3043(1) | 528,007 | I(3)(4)(5)(7) | By ICONIQ Strategic Partners III-B, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 640 | D | $53.13(6) | 527,367 | I(3)(4)(5)(7) | By ICONIQ Strategic Partners III-B, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 44,741 | D | $52.3036(1) | 602,713 | I(3)(4)(5)(8) | By ICONIQ Strategic Partners IV, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 2,012 | D | $53.1301(6) | 600,701 | I(3)(4)(5)(8) | By ICONIQ Strategic Partners IV, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 74,131 | D | $52.3035(1) | 998,626 | I(3)(4)(5)(9) | By ICONIQ Strategic Partners IV-B, L.P. | ||
| Class A Common Stock | 03/24/2025 | S | 3,334 | D | $53.1298(6) | 995,292 | I(3)(4)(5)(9) | By ICONIQ Strategic Partners IV-B, L.P. | ||
| Class A Common Stock | 58,428 | I(3)(4)(5)(10) | By ICONIQ Strategic Partners V, L.P. | |||||||
| Class A Common Stock | 132,980 | I(3)(4)(5)(11) | By ICONIQ Strategic Partners V-B, L.P. | |||||||
| Class A Common Stock | 429,104 | I(3)(4)(5)(12) | By ICONIQ Strategic Partners VI, L.P. | |||||||
| Class A Common Stock | 535,503 | I(3)(4)(5)(13) | By ICONIQ Strategic Partners VI-B, L.P. | |||||||
| Class A Common Stock | 334,827 | I(3)(4)(5)(14) | By ICONIQ Investment Holdings, LP | |||||||
| Class A Common Stock | 551,618(15) | D(15) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $52.00 to $52.99. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| 2. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). |
| 3. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ Strategic Partners III-B, L.P. ("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 Strategic Partners IV, L.P. ("ICONIQ IV") and ICONIQ Strategic Partners IV-B, L.P. ("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 Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. |
| 4. (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("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 Holdings, LP ("ICONIQ Investment"). Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. 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. |
| 5. 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. |
| 6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $53.00 to $53.19. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
| 7. The shares are held by ICONIQ III-B. |
| 8. The shares are held by ICONIQ IV. |
| 9. The shares are held by ICONIQ IV-B. |
| 10. The shares are held by ICONIQ V. |
| 11. The shares are held by ICONIQ V-B. |
| 12. The shares are held by ICONIQ VI. |
| 13. The shares are held by ICONIQ VI-B. |
| 14. The shares are held by ICONIQ Investment. |
| 15. The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 29,331 shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. The Reporting Person disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of 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. |
| /s/ Matthew Jacobson | 03/26/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||