FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Khosla Ventures Seed C, L.P. 2. Issuer Name and Ticker or Trading Symbol Gitlab Inc. [ GTLB ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
2128 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
9/14/2022
(Street)
MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/14/2022    C(1)(2)    1865493  A  (1) 1865493  I  See footnote (3)
Class A Common Stock  9/14/2022    J(4)    1865493  D $0.00  0  I  See footnote (3)
Class A Common Stock  9/14/2022    C(1)(5)    608188  A  (1) 608188  I  See footnote (6)
Class A Common Stock  9/14/2022    J(7)    608188  D $0.00  0  I  See footnote (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Class B Common Stock   (1) 9/14/2022    C (1)(2)       1865493    (1)  (1) Class A Common Stock  1865493  $0.00 (1) 10223181  I  See footnote (3)
Class B Common Stock   (1) 9/14/2022    C (1)(6)       608188    (1)  (1) Class A Common Stock  608188  $0.00 (1) 3602347  I  See footnote (6)

Explanation of Responses:
(1)  Each share of the Issuer's Class B Common 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 closing of the Issuer's initial public offering (the "IPO"), (ii) the death or disability of Sytse Sijbrandij, the chief executive officer of the Issuer, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock.
(2)  On September 14, 2022, Khosla Ventures Seed C, L.P. ("KV Seed C") converted 1,865,493 shares of the Issuer's Class B Common Stock into 1,865,493 shares of the Issuer's Class A Common Stock.
(3)  Consists of securities held of record by KV Seed C, of which Khosla Ventures Seed Associates C, LLC ("KVA Seed C") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed C, and each of KVA Seed C, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4)  On September 14, 2022, 1,865,493 shares of Class A Common Stock held by KV Seed C were distributed to the limited partners and general partners of KV Seed C in a pro rata distribution for no consideration. Of such distributed shares, 504,637 shares of Class A Common Stock were received by KVA Seed C. All 504,637 of the shares of Class A Common Stock distributed to KVA Seed C were subsequently distributed to VK Services.
(5)  On September 14, 2022, Khosla Ventures V, L.P. ("KV V") converted 608,188 shares of the Issuer's Class B Common Stock into 608,188 shares of the Issuer's Class A Common Stock.
(6)  Consists of securities held of record by KV V, of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(7)  On September 14, 2022, 608,188 shares of Class A Common Stock held by KV V were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 227,371 shares of Class A Common Stock were received by KVA V. Of such shares, 149,570 shares of Class A Common Stock were received by VK Services. As a result of such distributions, those distributions made by KVA Seed C to VK Services and those distributions previously made by each of KVA V and KVA Seed C to VK Services, VK Services is now the record owner of 1,157,414 shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Khosla Ventures Seed C, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA 94025

X

Khosla Ventures Seed Associates C, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025

X

Khosla Ventures V, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA 94025

X

Khosla Ventures Associates V, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025

X

VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025

X

KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK, CA 94025

X


Signatures
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC, in its capacity as general partner of Khosla Ventures Seed C, L.P. 9/16/2022
**Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC 9/16/2022
**Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P. 9/16/2022
**Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC 9/16/2022
**Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 9/16/2022
**Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla 9/16/2022
**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 control number.
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