GITLAB INC. 3 filing Filed On Oct 13, 2021

My Watchlist

Create Alerts to view your Watchlist

Live Feed

Feed to the latest filings at the SEC

All

One Day Prior

Two Day Prior

Three Day Prior

GITLAB INC.

Date Filed : Oct 13, 2021

View Exhibits

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sijbrandij Sytse

(Last)

(First)

(Middle)

C/O GITLAB INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2021

3. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	24,190,901	0.00⁽¹⁾	I	See footnote⁽²⁾
Stock Option (Right to buy Class B Common Stock)	⁽³⁾	05/16/2031	Class B Common Stock	1,500,000	17.82	D
Restricted Stock Units	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Class B Common Stock	3,000,000	0.00⁽⁸⁾	D

Explanation of Responses:

1. 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 the Reporting Person, (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.

2. These securities are held by Rients.org BV, of which the Reporting Person is the sole owner.

3. The option vests as to 20% of the total shares on May 17, 2022, and 1/60 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

4. The restricted stock units ("RSUs") will be earned upon the achievement of certain stock price targets during specified performance periods, provided that the applicable stock price target has been achieved during the relevant performance period, as follows: (a) 1/12 of the award will be earned when the average closing share price of the Issuer's Class A Common Stock (the "Average Price") for any 90 consecutive trading days, as reported on an established national listing exchange (an "Exchange"), exceeds (i) $95.00 between 08/01/2022 and 8/01/2025, and the Reporting Person is serving as the Issuer's CEO on 02/01/2023; (ii) $125 between 08/01/2023 and 08/01 2026, and the Reporting Person is serving as the Issuer's CEO on 02/01/2024; (iii) $165 between 08/01/2024 and 08/01/2027, and the Reporting Person is serving as the Issuer's CEO on 02/01/2025; (continued in footnote 5)

5. (continued from footnote 4)(iv) $215 between 08/01/2025 and 08/01/2028, and the Reporting Person is serving as the Issuer's CEO on 02/01/2026; (v) $275 between 08/01/2026 and 08/01/2029, and the Reporting Person is serving as the Issuer's CEO on 02/01/2027; (vi) $350 between 08/01/2027 and 08/01/2030, and the Reporting Person is serving as the Issuer's CEO on 02/01/2028; and (b) 1/4 of the award will vest when the Average Price for any 90 consecutive trading days, as reported on an Exchange, exceeds (i) $425 between 08/01/2027 and 08/01/2030, and the Reporting Person is serving as the Issuer's CEO on 02/01/2028; and (ii) $500 between 08/01/2027 and 08/01/2030, and the Reporting Person is serving as the Issuer's CEO on 02/01/2028. (continued in footnote 6)

6. (continued from footnote 5)The RSUs will be deemed earned upon certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of the stock price targets and will vest only to the extent: (i) the performance metric has been achieved; (ii) the applicable service condition has been satisfied; and (iii) the Reporting Person continues to serve as the Issuer's CEO on the date of such certification. Any portion of the award not earned during the performance periods listed above will lapse as forfeited. Settlement of any portion of the RSUs deemed earned and vested will occur in the calendar year that includes the 24-month anniversary of the date in which such portion was deemed vested, except that settlement may occur sooner in the event of certain corporate transactions, the Reporting Person's death, disability or separation from service with the Issuer, or an unforeseeable emergency experienced by the Reporting Person.

7. RSUs do not expire; they either vest or are canceled prior to vesting date.

8. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon vesting.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij	10/13/2021
	** 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 5 (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.

Stock View

Live Feed

Type of Filers

Type of Forms

Date Range

GITLAB INC.