Washington, D.C. 20549


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 Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Sijbrandij Sytse

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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 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.
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.

The undersigned hereby constitutes and appoints Robin Schulman, Brian Robins and
Rashmi Chachra, as long as they are providing services to GitLab Inc., a
Delaware corporation (the "Company"), or any of them, the undersigned's true and
lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder;

	(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4 and 5
and timely file such forms with the Securities and Exchange Commission and any
stock exchange or similar authority, if required; and

	(3)	take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in- fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of September, 2021.

/s/ Sytse Sijbrandij
Name:  Sytse Sijbrandij