Date | Price Target | Rating | Analyst |
---|---|---|---|
4/12/2024 | $70.00 | Mkt Perform → Outperform | Raymond James |
4/9/2024 | $70.00 | Overweight | Wells Fargo |
3/22/2024 | $72.00 | Overweight | CapitalOne |
3/19/2024 | $70.00 | Overweight | KeyBanc Capital Markets |
3/6/2024 | $75.00 | Peer Perform → Outperform | Wolfe Research |
1/8/2024 | $73.00 | Neutral → Buy | Mizuho |
11/29/2023 | Mkt Perform | Raymond James | |
11/22/2023 | $55.00 | Overweight | Cantor Fitzgerald |
SAN FRANCISCO, June 25, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced it has achieved "In Process" designation at the Moderate impact level from the Federal Risk and Authorization Management Program (FedRAMP). The FedRAMP program promotes the adoption of secure and compliant cloud services across the federal government. The authorization process includes an in-depth examination of GitLab's data security and data governance capabilities and the security practices of its cloud services. GitLab is now listed in the FedRAMP Marketplace and continues to work toward achieving the FedRAMP "Authorized" designation. GitL
CxOs and staff are not aligned on the topics of AI, risk, and trainingEfforts to fix security vulnerabilities are hindered by organizational red tapeLeadership understands the importance of developer productivity for organizational success but isn't measuring it against business outcomesWhile most companies are shipping software twice as fast as last year, toolchain sprawl is hindering velocity SAN FRANCISCO, June 25, 2024 (GLOBE NEWSWIRE) -- ALL REMOTE -- GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today released its 8th annual Global DevSecOps Report on the current state of software development. In April 2024, GitLab surveyed over 5,300 CxOs, IT leaders, developer
SAN FRANCISCO, June 12, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced the public beta of expanded integrations with Google Cloud that will help developers work more effectively, quickly, and productively. The integrations combine GitLab's comprehensive DevSecOps platform capabilities, including source code management, planning, CI/CD workflow, and advanced security and compliance with Google Identity Access Management, Workload Identity Federation, Google Cloud Artifact Registry, and Google Compute Engine. From the GitLab platform, joint customers have complete visibility across the entire software development l
First Quarter Fiscal Year 2025 Highlights: Total revenue of $169.2 million, up 33% year-over-yearSignificant year-over-year GAAP and Non-GAAP operating margin expansionOperating cash flow of $38.1 million and Non-GAAP adjusted free cash flow of $37.4 million SAN FRANCISCO, June 03, 2024 (GLOBE NEWSWIRE) -- GitLab Inc. (NASDAQ:GTLB), The DevSecOps Platform, today reported financial results for its first quarter fiscal year 2025, ended April 30, 2024. "GitLab continues to differentiate our platform with AI-driven software innovations that are streamlining how customers build, test, secure, and deploy software," said Sid Sijbrandij, GitLab CEO and co-founder. "Our results
Including AI capabilities to help organizations better secure their software with vulnerability explanation and remediationEnabling DevSecOps teams to quickly respond and remediate CI failures and code errors with AI-powered root cause analysisEmpowering customers to measure the impact and ROI of their AI investments through the AI Impact Dashboard SAN FRANCISCO, May 16, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced new innovations across the platform to streamline how organizations build, test, secure, and deploy software. Introducing GitLab Duo Enterprise GitLab Duo Enterprise, a new end-to-end AI add-
SAN FRANCISCO, May 13, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., (NASDAQ:GTLB), the most comprehensive AI-powered DevSecOps Platform, today announced that it will report its financial results for the first quarter of fiscal year 2025, which ended April 30, 2024, after U.S. markets close on Monday, June 3, 2024. Management will host a conference call and webcast on the same day to discuss the company's financial results at 4:30 p.m. EST / 1:30 p.m. PST. GitLab First Quarter Fiscal 2025 Financial Results Conference Call and WebcastWhen: Monday, June 3, 2024Time: 4:30 p.m. EST / 1:30 p.m. PSTConference ID: GITLABLive Call: 1-800-225-9448 (US/Canada Toll-Free) or 1-203-518-9708 (Toll
New, personalized ‘maintenance windows' provide compliance and security with a smoother employee experience across macOS, Windows, and Linux Fleet, the leader in open-source device management, today announced its newest feature designed to put an end to the all-too-common disruptions caused by IT notifications and forced restarts. The newly-released ‘Maintenance windows' feature integrates security patches into the natural flow of the day for both in-office and remote workers, ensuring that critical updates do not interrupt important work. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240430093203/en/Fleet's ‘Maintenance wind
SAN FRANCISCO, April 18, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced the general availability of GitLab Duo Chat. GitLab Duo Chat brings the GitLab Duo suite of AI capabilities together into a single, easy-to-use, natural language chat interface to connect DevSecOps workflows across the entire software development lifecycle. Chat is available within the GitLab Duo Pro add-on, which combines AI capabilities to help enhance developer efficiency and collaboration in a single DevSecOps platform. GitLab Duo Chat features include: Code explanation to help users understand unfamiliar code.Code refactoring to help us
SAN FRANCISCO, April 09, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced that it has received the 2024 Google Cloud Technology Partner of the Year Award in the Application Development - DevOps category. This is the fourth consecutive year GitLab has been recognized. GitLab was recognized for its achievements in Application Development - DevOps within the Google Cloud ecosystem. Over the past year, GitLab has expanded its strategic partnership with Google Cloud to deliver secure AI offerings to the enterprise. GitLab leverages the Vertex AI Model Garden to embed AI-powered features into the DevSecOps platform with
SAN FRANCISCO, March 22, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., (NASDAQ:GTLB), the most comprehensive AI-powered DevSecOps platform, today announced that GitLab CEO and co-founder Sid Sijbrandij and GitLab Chief Financial Officer Brian Robins will participate in a fireside chat with Truist Securities on Wednesday, March 27, 2024. The fireside chat is scheduled for 12:30 p.m. Pacific Time and will be webcast live at the following link: https://openexc.zoom.us/webinar/register/WN_0PHIBccKTZCJD5Lmot-jCQ A link to the replay of the fireside chat will be available on the investor relations section of the GitLab website at: https://ir.gitlab.com/news-events/events About GitLab Gi
144 - Gitlab Inc. (0001653482) (Subject)
144 - Gitlab Inc. (0001653482) (Subject)
8-K - Gitlab Inc. (0001653482) (Filer)
8-K - Gitlab Inc. (0001653482) (Filer)
144 - Gitlab Inc. (0001653482) (Subject)
10-Q - Gitlab Inc. (0001653482) (Filer)
8-K - Gitlab Inc. (0001653482) (Filer)
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This whale alert can help traders discover the next big trading opportunities. Whales are entities with large sums of money and we track their transactions here at Benzinga on our options activity scanner. Traders often look for circumstances when the market estimation of an option diverges away from its normal worth. Abnormal amounts of trading activity could push option prices to hyperbolic or underperforming levels. Here's the list of options activity happening in today's session: Symbol PUT/CALL Trade Type Sentiment Exp. Date Strike Price Total Trade Price Open Interest Volume NVDA CALL SWEEP BEARISH 07/05/24 $125.00 $31.2K 42.1K 173.2K AAPL CALL SWEEP BEARISH 07/05/24 $217.50
Across the recent three months, 15 analysts have shared their insights on GitLab (NASDAQ:GTLB), expressing a variety of opinions spanning from bullish to bearish. In the table below, you'll find a summary of their recent ratings, revealing the shifting sentiments over the past 30 days and comparing them to the previous months. Bullish Somewhat Bullish Indifferent Somewhat Bearish Bearish Total Ratings 6 6 3 0 0 Last 30D 0 1 0 0 0 1M Ago 4 3 3 0 0 2M Ago 1 0 0 0 0 3M Ago 1 2 0 0 0 The 12-month price targets assessed by analysts reveal further insights, featuring an average target of $63.47, a high estimate of $80.00, and a low estimate of $50.00. Observing a downward trend
RBC Capital analyst Matthew Hedberg reiterates GitLab (NASDAQ:GTLB) with a Outperform and maintains $65 price target.
GitLab Inc (NASDAQ:GTLB) stock traded higher on Wednesday after the company disclosed that its board amended its severance plan after a periodic review. The revisions clarified that the board cannot cancel an individual’s equity awards without consideration during a corporate transaction, affecting certain team members and named executive officers. In June, GitLab reported first-quarter revenue of $169.187 million, beating analyst consensus estimates of $165.887 million. The company reported first-quarter adjusted EPS of $0.03, beating analyst estimates for a loss of $(0.04). Revenue was up 33% on a year-over-year basis. Customers with more than $5,000 of ARR increased to 8,976, up
All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced it has achieved "In Process" designation at the Moderate impact level from the Federal Risk and Authorization Management Program (FedRAMP).
All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced the public beta of expanded integrations with Google Cloud that will help developers work more effectively, quickly, and productively. The integrations combine GitLab's comprehensive DevSecOps platform capabilities, including source code management, planning, CI/CD workflow, and advanced security and compliance with Google Identity Access Management, Workload Identity Federation, Google Cloud Artifact Registry, and Google Compute Engine.
Canaccord Genuity analyst Kingsley Crane maintains GitLab (NASDAQ:GTLB) with a Buy and lowers the price target from $74 to $65.
BTIG analyst Gray Powell maintains GitLab (NASDAQ:GTLB) with a Buy and lowers the price target from $71 to $58.
This whale alert can help traders discover the next big trading opportunities. Whales are entities with large sums of money and we track their transactions here at Benzinga on our options activity scanner. Traders will search for circumstances when the market estimation of an option diverges heavily from its normal worth. High amounts of trading activity could push option prices to exaggerated or underestimated levels. Here's the list of options activity happening in today's session: Symbol PUT/CALL Trade Type Sentiment Exp. Date Strike Price Total Trade Price Open Interest Volume NVDA CALL SWEEP BULLISH 06/07/24 $1150.00 $31.6K 12.2K 32.8K AMD CALL SWEEP BULLISH 06/07/24 $162.50
Raymond James upgraded GitLab from Mkt Perform to Outperform and set a new price target of $70.00
Wells Fargo initiated coverage of GitLab with a rating of Overweight and set a new price target of $70.00
CapitalOne initiated coverage of GitLab with a rating of Overweight and set a new price target of $72.00
KeyBanc Capital Markets initiated coverage of GitLab with a rating of Overweight and set a new price target of $70.00
Wolfe Research upgraded GitLab from Peer Perform to Outperform and set a new price target of $75.00
Mizuho upgraded GitLab from Neutral to Buy and set a new price target of $73.00
Raymond James initiated coverage of GitLab with a rating of Mkt Perform
Cantor Fitzgerald initiated coverage of GitLab with a rating of Overweight and set a new price target of $55.00
Barclays downgraded GitLab from Overweight to Equal Weight and set a new price target of $50.00 from $65.00 previously
BTIG Research initiated coverage of GitLab with a rating of Buy and set a new price target of $56.00
SAN FRANCISCO, Jan. 18, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced the appointment of Sabrina Farmer as its chief technology officer (CTO). Farmer will lead GitLab's software engineering, operations, and customer support teams to execute the company's technical vision and strategy and oversee the development and delivery of GitLab's products. She joins GitLab after a 19-year career at Google where she most recently served as vice president of engineering, core infrastructure. During her tenure with Google, she was directly responsible for the reliability, performance, and efficiency of all of Google's billion-u
SAN FRANCISCO, June 30, 2023 (GLOBE NEWSWIRE) -- GitLab Inc., the most comprehensive AI-powered enterprise DevSecOps platform, today announced the appointment of Erin Mannix as chief accounting officer. She will succeed Dale Brown, current principal accounting officer, who is retiring but will remain with the company in an advisory role through October 2023 to ensure a seamless transition. Mannix will be responsible for providing overall accounting leadership spanning technical accounting, reporting and operations in addition to leading the financial reporting process and SOX controls. She brings 20 years of experience in accounting and a strong background in information technology
SAN FRANCISCO, June 13, 2023 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered enterprise DevSecOps platform, today announced the appointment of Josh Lemos as Chief Information Security Officer (CISO). He will be responsible for leading the company's global security strategy and compliance initiatives, fortifying the GitLab DevSecOps platform, and ensuring the highest level of security for customers. Lemos brings over 20 years of experience leading information security programs and teams at high-growth technology companies to GitLab. He most recently served as CISO at Block (formerly known as Square), and previously held senior security executive r
SAN FRANCISCO, Dec. 13, 2022 (GLOBE NEWSWIRE) -- ALL REMOTE – GitLab Inc., the DevSecOps platform, announced today the appointment of Mark Porter, Chief Technology Officer at MongoDB, Inc., to its Board of Directors. Over the last three decades, Porter has focused his career on databases both on the customer side at Grab, NASA, and News Corp, as well as, on the vendor side at MongoDB, AWS, and Oracle. Porter joins the board to add his technology expertise as the company's product strategy evolves to capture more of the DevSecOps market including the incorporation of MLOps and DataOps within its Platform. "GitLab is taking software development lifecycle practices and unlocking next gen Dev
First Quarter Fiscal Year 2025 Highlights: Total revenue of $169.2 million, up 33% year-over-yearSignificant year-over-year GAAP and Non-GAAP operating margin expansionOperating cash flow of $38.1 million and Non-GAAP adjusted free cash flow of $37.4 million SAN FRANCISCO, June 03, 2024 (GLOBE NEWSWIRE) -- GitLab Inc. (NASDAQ:GTLB), The DevSecOps Platform, today reported financial results for its first quarter fiscal year 2025, ended April 30, 2024. "GitLab continues to differentiate our platform with AI-driven software innovations that are streamlining how customers build, test, secure, and deploy software," said Sid Sijbrandij, GitLab CEO and co-founder. "Our results
SAN FRANCISCO, May 13, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., (NASDAQ:GTLB), the most comprehensive AI-powered DevSecOps Platform, today announced that it will report its financial results for the first quarter of fiscal year 2025, which ended April 30, 2024, after U.S. markets close on Monday, June 3, 2024. Management will host a conference call and webcast on the same day to discuss the company's financial results at 4:30 p.m. EST / 1:30 p.m. PST. GitLab First Quarter Fiscal 2025 Financial Results Conference Call and WebcastWhen: Monday, June 3, 2024Time: 4:30 p.m. EST / 1:30 p.m. PSTConference ID: GITLABLive Call: 1-800-225-9448 (US/Canada Toll-Free) or 1-203-518-9708 (Toll
SAN FRANCISCO, March 20, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, today announced it has acquired Oxeye, the provider of an award-winning, cloud-native application security and risk management solution. With the acquisition of Oxeye, GitLab will accelerate its Static Application Security Testing (SAST) roadmap. Oxeye's capabilities will also augment GitLab's software composition analysis and compliance tools. Oxeye offers an automated cloud-native application security testing solution to help customers identify and resolve application-layer risks across the software development lifecycle. Its capabilities beyond SAST includ
Quarterly revenue of $163.8 million, up 33% year-over-year Fiscal Fourth Quarter Highlights: Total revenue of $163.8 millionGAAP operating margin of (21)%; Non-GAAP operating margin of 8%GAAP net loss per share of $(0.23); Non-GAAP net income per share of $0.15 Fiscal Year 2024 Highlights: Total revenue of $579.9 millionGAAP operating margin of (32)%; Non-GAAP operating margin of (0.2)%GAAP net loss per share of $(2.75); Non-GAAP net income per share of $0.20 SAN FRANCISCO, March 04, 2024 (GLOBE NEWSWIRE) -- All-Remote - GitLab Inc. (NASDAQ:GTLB), The DevSecOps Platform, today reported financial results for its fourth quarter and full fiscal year of 2024, ended January 31, 2024. "We
SAN FRANCISCO, Feb. 12, 2024 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., (NASDAQ:GTLB), the most comprehensive AI-powered DevSecOps Platform, today announced that it will report its financial results for the fourth quarter and its fiscal year 2024, which ended January 31, 2024, after U.S. markets close on Monday, March 4, 2024. GitLab will host a Zoom video conference and earnings webcast beginning at 4:30 p.m. EST / 1:30 p.m. PST on the same day to discuss the company's financial results. Interested parties may register for the conference call here or at ir.gitlab.com. An archived replay of the webcast and a transcript of the prepared remarks will be available on the GitLab Investor R
Quarterly revenue of $149.7 million, up 32% year-over-year Fiscal Third Quarter Highlights: Total revenue of $149.7 millionGAAP operating margin of (27)%; Non-GAAP operating margin of 3%GAAP net loss per share of $(1.84); Non-GAAP net income per share of $0.09 SAN FRANCISCO, Dec. 04, 2023 (GLOBE NEWSWIRE) -- All-Remote - GitLab Inc. (NASDAQ:GTLB), The DevSecOps Platform, today reported financial results for its third quarter fiscal year 2024, ended October 31, 2023. "We delivered a strong quarter, which was driven by the continued adoption of our DevSecOps Platform," said Sid Sijbrandij, GitLab CEO and co-founder. "GitLab is the only DevSecOps company that integrates security, complian
SAN FRANCISCO, Nov. 13, 2023 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., (NASDAQ:GTLB), the most comprehensive AI-powered DevSecOps Platform, today announced that it will report its financial results for the third quarter of fiscal year 2024, which ended October 31, 2023, after U.S. markets close on Monday, December 4, 2023. GitLab will host a Zoom video conference and earnings webcast beginning at 4:30 p.m. EST / 1:30 p.m. PST on the same day to discuss the company's financial results. Interested parties may register for the conference call here or at ir.gitlab.com. An archived replay of the webcast and a transcript of the prepared remarks will be available on the GitLab Investor Rela
Quarterly revenue of $139.6 million, up 38% year-over-year Fiscal Second Quarter Highlights: Total revenue of $139.6 millionGAAP operating margin of (39)%; Non-GAAP operating margin of (3)%GAAP net loss per share of $(0.33); Non-GAAP net income per share of $0.01 SAN FRANCISCO, Sept. 05, 2023 (GLOBE NEWSWIRE) -- All-Remote - GitLab Inc. (NASDAQ:GTLB), The DevSecOps Platform, today reported financial results for its second quarter fiscal year 2024, ended July 31, 2023. "GitLab's strong quarter is a result of our focus on creating a differentiated and innovative DevSecOps platform and executing on a strong go-to-market motion," said Sid Sijbrandij, GitLab CEO and co-founder. "In addition
SAN FRANCISCO, July 18, 2023 (GLOBE NEWSWIRE) -- All Remote - GitLab Inc., the most comprehensive AI-powered DevSecOps platform, announced the appointment of Chris Weber as its chief revenue officer effective today. Weber will be responsible for the planning and execution of global revenue operations at GitLab as the company scales toward its next phase of growth. He will oversee all field operations, including sales, customer success and strategic partnerships. Weber has held senior management roles for more than 20 years, leading enterprise sales strategy, building high performing teams, and managing global customer relationships across industries. He previously served as the firs
Quarterly revenue of $126.9 million, up 45% year-over-year Fiscal First Quarter Highlights: Total revenue of $126.9 millionGAAP operating margin of (46)%; Non-GAAP operating margin of (12)%GAAP net loss per share of $(0.35); Non-GAAP net loss per share of $(0.06) SAN FRANCISCO, June 05, 2023 (GLOBE NEWSWIRE) -- All-Remote - GitLab Inc. (NASDAQ:GTLB), The DevSecOps Platform, today reported financial results for its first quarter fiscal year 2024, ended April 30, 2023. "With AI revolutionizing how companies develop, secure, and operate software, we believe GitLab is positioned as the leading AI-powered DevSecOps platform," said Sid Sijbrandij, GitLab CEO and Co-Founder. "Today, we deliv
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GitLab Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0000025 per share
(Title of Class of Securities)
37637K108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ | Rule 13d-1(b) |
x | Rule 13d-1(c) |
¨ | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting person’s 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. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 37637K108 | Page 2 of 17 |
1 |
NAME OF REPORTING PERSONS
GV 2017, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
8,888,776 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
8,888,776 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,888,776 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% (2) | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
(1) | Consists of 8,888,776 shares of Class B Common Stock of GitLab Inc. (the “Issuer”) held directly by GV 2017, L.P. (the “2017 Partnership”). The general partner of the 2017 Partnership is GV 2017 GP, L.P. (“2017 GP”). The general partner of 2017 GP is GV 2017 GP, L.L.C. (“2017 LLC”). The sole member of 2017 LLC is Alphabet Holdings LLC (“Alphabet Holdings”). The sole member of Alphabet Holdings is XXVI Holdings Inc. (“XXVI”). The controlling stockholder of XXVI is Alphabet Inc. (Alphabet Inc., together with 2017 GP, 2017 LLC, Alphabet Holdings, and XXVI may be collectively referred to as the “2017 Partnership Affiliates”). Each of the 2017 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) the securities directly beneficially owned by the 2017 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on December 5, 2023. |
CUSIP No. 37637K108 | Page 3 of 17 |
1 |
NAME OF REPORTING PERSONS
GV 2017 GP, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
8,888,776 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
8,888,776 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,888,776 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% (2) | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
(1) | Consists of 8,888,776 shares of Class B Common Stock of the Issuer held directly by the 2017 Partnership. The general partner of the 2017 Partnership is 2017 GP. The general partner of 2017 GP is 2017 LLC. The sole member of 2017 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2017 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2017 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed on Form 10-Q with the SEC on December 5, 2023. |
CUSIP No. 37637K108 | Page 4 of 17 |
1 |
NAME OF REPORTING PERSONS
GV 2017 GP, L.L.C. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
8,888,776 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
8,888,776 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,888,776 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% (2) | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
(1) | Consists of 8,888,776 shares of Class B Common Stock of the Issuer held directly by the 2017 Partnership. The general partner of the 2017 Partnership is 2017 GP. The general partner of 2017 GP is 2017 LLC. The sole member of 2017 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2017 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2017 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed on Form 10-Q with the SEC on December 5, 2023. |
CUSIP No. 37637K108 | Page 5 of 17 |
1 |
NAME OF REPORTING PERSONS
GV 2021, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
2,647,312 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
2,647,312 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,647,312 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% (2) | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
(1) | Consists of 2,647,312 shares of the Issuer’s Class A Common Stock directly beneficially owned by GV 2021, L.P. (the “2021 Partnership”). The general partner of the 2021 Partnership is GV 2021 GP, L.P. (“2021 GP”). The general partner of 2021 GP is GV 2021 GP, L.L.C. (“2021 LLC”). The sole member of 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. (Alphabet Inc., together with 2021 GP, 2021 LLC, Alphabet Holdings, and XXVI may be referred to as the “2021 Partnership Affiliates”). Each of the 2021 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed with the SEC Form 10-Q on December 5, 2023. |
CUSIP No. 37637K108 | Page 6 of 17 |
1 |
NAME OF REPORTING PERSONS
GV 2021 GP, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
2,647,312 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
2,647,312 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,647,312 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% (2) | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
(1) | Consists of 2,647,312 shares of the Issuer’s Class A Common Stock directly beneficially owned by the 2021 Partnership. The general partner of the 2021 Partnership is 2021 GP. The general partner of 2021 GP is 2021 LLC. The sole member of 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed with the SEC on Form 10-Q on December 5, 2023. |
CUSIP No. 37637K108 | Page 7 of 17 |
1 |
NAME OF REPORTING PERSONS
GV 2021 GP, L.L.C. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
2,647,312 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
2,647,312 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,647,312 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% (2) | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
(1) | Consists of 2,647,312 shares of the Issuer’s Class A Common Stock directly beneficially owned by the 2021 Partnership. The general partner of the 2021 Partnership is 2021 GP. The general partner of 2021 GP is 2021 LLC. The sole member of 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed with the SEC on Form 10-Q on December 5, 2023. |
CUSIP No. 37637K108 | Page 8 of 17 |
1 |
NAME OF REPORTING PERSONS
Alphabet Holdings LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
11,536,088 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
11,536,088 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,536,088 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% (2) | ||
12 |
TYPE OF REPORTING PERSON
OO | ||
(1) | Consists of: (i) 8,888,776 shares of the Issuer’s Class B Common Stock directly beneficially owned by the 2017 Partnership and (ii) 2,647,312 shares of the Issuer’s Class A Common Stock directly beneficially owned by the 2021 Partnership. As described more specifically in the footnotes to the tables set forth hereinabove, Alphabet Holdings may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed on Form 10-Q with the SEC on December 5, 2023. |
CUSIP No. 37637K108 | Page 9 of 17 |
1 |
NAME OF REPORTING PERSONS
XXVI Holdings Inc. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
11,536,088 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
11,536,088 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,536,088 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% (2) | ||
12 |
TYPE OF REPORTING PERSON
CO | ||
(1) | Consists of: (i) 8,888,776 shares of the Issuer’s Class B Common Stock directly beneficially owned by the 2017 Partnership and (ii) 2,647,312 shares of the Issuer’s Class A Common Stock directly beneficially owned by the 2021 Partnership. As described more specifically in the footnotes to the tables set forth hereinabove, XXVI may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed with the SEC on Form 10-Q on December 5, 2023. |
CUSIP No. 37637K108 | Page 10 of 17 |
1 |
NAME OF REPORTING PERSONS
Alphabet Inc. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |
6 |
SHARED VOTING POWER
11,536,088 (1) | ||
7 |
SOLE DISPOSITIVE POWER.
0 | ||
8 |
SHARED DISPOSITIVE POWER
11,536,088 (1) | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,536,088 (1) | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% (2) | ||
12 |
TYPE OF REPORTING PERSON
CO, HC | ||
(1) | Consists of: (i) 8,888,776 shares of the Issuer’s Class B Common Stock directly beneficially owned by the 2017 Partnership and (ii) 2,647,312 shares of the Issuer’s Class A Common Stock directly beneficially owned by the 2021 Partnership. As described more specifically in the footnotes to the tables set forth hereinabove, Alphabet Inc. may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership. |
(2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed with the SEC on Form 10-Q on December 5, 2023. |
CUSIP No. 37637K108 | Page 11 of 17 |
This Amendment No. 3 (this “Amendment”) amends the Statement (the “Statement”) on Schedule 13G initially filed by certain of the Reporting Persons (as defined in Item 2(a) below) on February 14, 2022 with the Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1, filed on February 10, 2023 and Amendment No. 2, filed on March 24, 2023.
Item 1(a). | Name of Issuer. |
GitLab Inc. (the “Issuer”)
Item 1(b). | Address of Issuer’s Principal Executive Offices. |
268 Bush Street, #350
San Francisco, CA 94104
Item 2(a). | Name of Persons Filing. |
GV 2017, L.P., a Delaware limited partnership (the “2017 Partnership”)
GV 2017 GP, L.P., a Delaware limited partnership (“2017 GP”)
GV 2017 GP, L.L.C., a Delaware limited liability company (“2017 LLC”)
GV 2021, L.P., a Delaware limited partnership (the “2021 Partnership”)
GV 2021 GP, L.P., a Delaware limited partnership (“2021 GP”)
GV 2021 GP, L.L.C., a Delaware limited liability company (“2021 LLC”)
Alphabet Holdings LLC, a Delaware limited liability company (“Alphabet Holdings”)
XXVI Holdings Inc., a Delaware corporation (“XXVI”), and
Alphabet Inc., a Delaware corporation (“Parent” and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2021 Partnership, 2021 GP, 2021 LLC, Alphabet Holdings, and XXVI, the “Reporting Persons”).
Item 2(b). | Address of Principal Business Office or, if none, Residence. |
The address of the principal business office of each of the Reporting Persons is:
1600 Amphitheatre Parkway
Mountain View, CA 94043
Item 2(c). | Citizenship. |
Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.
Item 2(d). | Title of Class of Securities. |
Class A Common Stock, par value $0.0000025 per share
Item 2(e). | CUSIP Number. |
37637K108
CUSIP No. 37637K108 | Page 12 of 17 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
(b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | ¨ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | |
(d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
(e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
(h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | |
(k) | ¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K). | |
If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:________________________________. |
Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
(a) | Amount Beneficially Owned: |
Reference to “beneficial ownership” of securities for purposes of this Amendment shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As of December 31, 2023, the Reporting Persons may be deemed to beneficially own an aggregate 11,536,088 shares of the Issuer’s Class A Common Stock.
As of December 31, 2023, the 2017 Partnership was the direct beneficial owner of 8,888,776 of the securities described in the preceding paragraph, which securities consist of an equal number of shares of the Issuer’s Class B Common Stock which may be converted into shares of the Issuer’s Class A Common Stock on a one-for-one basis at any time upon the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain other events more specifically described in the Issuer’s Restated Certificate of Incorporation. 2017 GP is the general partner of the 2017 Partnership, and 2017 LLC is the general partner of 2017 GP. As such, 2017 GP and 2017 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2017 Partnership.
As of December 31, 2023, the 2021 Partnership was the direct beneficial owner of 2,647,312 shares of the Issuer’s Class A Common Stock described in the second paragraph of this Item 4(a). 2021 GP is the general partner of the 2021 Partnership, and 2021 LLC is the general partner of 2021 GP. As such, 2021 GP and 2021 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2021 Partnership.
CUSIP No. 37637K108 | Page 13 of 17 |
Additionally, as of December 31, 2023: (i) Alphabet Holdings was the sole managing member of both 2017 LLC and 2021 LLC; (ii) XXVI was the sole managing member of Alphabet Holdings; and (iii) Parent was the controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each of Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer’s securities directly or indirectly beneficially owned by each of the other Reporting Persons, comprising an aggregate total of 11,536,088 shares of the Issuer’s capital stock.
Notwithstanding, the filing of the Statement, any amendments to the Statement, and/or this Amendment shall not be construed as an admission that: (i) the 2017 Partnership, 2017 GP and 2017 LLC (collectively, the “2017 Affiliates”), on the one hand, or (ii) the 2021 Partnership, 2021 GP and 2021 LLC (collectively, the “2021 Affiliates”), on the other hand, is or has been, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the direct or indirect beneficial owner of any of the Issuer’s securities reported herein as beneficially owned by the other. The 2017 Affiliates and the 2021 Affiliates (each, an “Affiliate Group”) expressly disclaim beneficial ownership of the securities beneficially owned by the other Affiliate Group.
(b) | Percent of Class: |
As of December 31, 2023, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 9.9% of the Issuer’s outstanding Class A Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 7.6%, directly to the 2017 Partnership and indirectly to each of 2017 GP and 2017 LLC; (ii) 2.3%, directly to the 2021 Partnership and indirectly to each of 2021 GP and 2021 LLC; and (ii) 9.9%, indirectly to each of Alphabet Holdings, XXVI, and Parent.
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 107,900,000 shares of the Issuer’s Class A Common Stock outstanding as of November 27, 2023 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2023, filed with the SEC on Form 10-Q on December 5, 2023.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
Reporting Person | Number of Shares | |
2017 Partnership | 0 | |
2017 GP | 0 | |
2017 LLC | 0 | |
2021 Partnership | 0 | |
2021 GP | 0 | |
2021 LLC | 0 | |
Alphabet Holdings | 0 | |
XXVI | 0 | |
Parent | 0 |
CUSIP No. 37637K108 | Page 14 of 17 |
(ii) | Shared power to vote or to direct the vote: |
Reporting Person | Number of Shares | |
2017 Partnership | 8,888,776 | |
2017 GP | 8,888,776 | |
2017 LLC | 8,888,776 | |
2021 Partnership | 2,647,312 | |
2021 GP | 2,647,312 | |
2021 LLC | 2,647,312 | |
Alphabet Holdings | 11,536,088 | |
XXVI | 11,536,088 | |
Parent | 11,536,088 |
(iii) | Sole power to dispose or to direct the disposition of: |
Reporting Person | Number of Shares | |
2017 Partnership | 0 | |
2017 GP | 0 | |
2017 LLC | 0 | |
2021 Partnership | 0 | |
2021 GP | 0 | |
2021 LLC | 0 | |
Alphabet Holdings | 0 | |
XXVI | 0 | |
Parent | 0 |
(iv) | Shared power to dispose or to direct the disposition of: |
Reporting Person | Number of Shares | |
2017 Partnership | 8,888,776 | |
2017 GP | 8,888,776 | |
2017 LLC | 8,888,776 | |
2021 Partnership | 2,647,312 | |
2021 GP | 2,647,312 | |
2021 LLC | 2,647,312 | |
Alphabet Holdings | 11,536,088 | |
XXVI | 11,536,088 | |
Parent | 11,536,088 |
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨
CUSIP No. 37637K108 | Page 15 of 17 |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Under certain circumstances described more specifically in the respective: (i) limited partnership agreements of the 2017 Partnership, the 2021 Partnership, 2017 GP, and 2021 GP and (ii) limited liability company agreements of 2017 LLC and 2021 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer’s securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 7 is not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Item 8 is not applicable.
Item 9. | Notice of Dissolution of a Group. |
Item 9 is not applicable.
Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.141-11.
CUSIP No. 37637K108 | Page 16 of 17 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
GV 2017, L.P. | GV 2021, L.P. | |||||
By: | GV 2017 GP, L.P., its General Partner | By: | GV 2021 GP, L.P., its General Partner | |||
By: | GV 2017 GP, L.L.C., its General Partner | By: | GV 2021 GP, L.L.C., its General Partner |
By: | /s/ Inga Goldbard | By: | /s/ Inga Goldbard | |||
Name: | Inga Goldbard | Name: | Inga Goldbard | |||
Title: | General Counsel | Title: | General Counsel | |||
Dated: | February 9, 2024 | Dated: | February 9, 2024 |
GV 2017 GP, L.P. | GV 2021 GP, L.P. | |||||
By: | GV 2017 GP, L.L.C., its General Partner | By: | GV 2021 GP, L.L.C., its General Partner |
By: | /s/ Inga Goldbard | By: | /s/ Inga Goldbard | |||
Name: | Inga Goldbard | Name: | Inga Goldbard | |||
Title: | General Counsel | Title: | General Counsel | |||
Dated: | February 9, 2024 | Dated: | February 9, 2024 | |||
GV 2017 GP, L.L.C. | GV 2021 GP, L.L.C. | |||||
By: | /s/ Inga Goldbard | By: | /s/ Inga Goldbard | |||
Name: | Inga Goldbard | Name: | Inga Goldbard | |||
Title: | General Counsel | Title: | General Counsel | |||
Dated: | February 9, 2024 | Dated: | February 9, 2024 |
CUSIP No. 37637K108 | Page 17 of 17 |
ALPHABET HOLDINGS LLC | XXVI HOLDINGS INC. | |||||||
By: | /s/ Kathryn W. Hall | By: | /s/ Kathryn W. Hall | |||||
Name: | Kathryn W. Hall | Name: | Kathryn W. Hall | |||||
Title: | Secretary | Title: | Assistant Secretary | |||||
Dated: | February 9, 2024 | Dated: | February 9, 2024 | |||||
ALPHABET INC. | ||||||||
By: | /s/ Kathryn W. Hall | |||||||
Name: | Kathryn W. Hall | |||||||
Title: | Assistant Secretary | |||||||
Dated: | February 9, 2024 |