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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/14/2021 |
3. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 | 1,597,114(2) | (1) | I | See footnotes(2)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 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 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. Includes 1,180,152 shares of Class B Stock held directly by TCV X, L.P., 292,657 shares of Class B Stock held directly by TCV X (A), L.P., 57,537 shares of Class B Stock held directly by TCV X (B), L.P. and 66,768 shares of Class B Stock held directly by TCV X Member Fund, L.P. |
3. Technology Crossover Management X, Ltd. ("Management X") is the sole general partner of Technology Crossover Management X, L.P. ("TCM"), which in turn is the sole general partner of TCV X, L.P., TCV X (A), L.P. and TCV X (B), L.P. Management X is also the general partner of TCV X Member Fund, L.P. |
4. Each of the entities described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose. |
Remarks: |
Exhibit 99.1 (Signatures and Joint Filer Information), incorporated herein by reference. |
By: /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management X, Ltd. | 10/29/2021 | |
** 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. |
Name of Joint Filer:
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Technology Crossover Management X, L.P.
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Address of Joint Filer:
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c/o TCV
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250 Middlefield Road
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Menlo Park, CA 94025
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Relationship of Joint Filer to Issuer:
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10% Owner; may be part of a 13(d) group
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Issuer Name and Ticker or Trading Symbol:
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GitLab Inc. [GTLB]
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Date of Event Requiring Statement
(Month/Day/Year):
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October 14, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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By:
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/s/ Frederic D. Fenton
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Name: Frederic D. Fenton
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Title: Authorized Signatory
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Name of Joint Filer:
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TCV X, L.P.
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Address of Joint Filer:
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c/o TCV
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250 Middlefield Road
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Menlo Park, CA 94025
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Relationship of Joint Filer to Issuer:
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10% Owner; may be part of a 13(d) group
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Issuer Name and Ticker or Trading Symbol:
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GitLab Inc. [GTLB]
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Date of Event Requiring Statement
(Month/Day/Year):
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October 14, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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By:
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/s/ Frederic D. Fenton
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Name: Frederic D. Fenton
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Title: Authorized Signatory
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Name of Joint Filer:
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TCV X (A), L.P.
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Address of Joint Filer:
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c/o TCV
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250 Middlefield Road
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Menlo Park, CA 94025
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Relationship of Joint Filer to Issuer:
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May be part of a 13(d) group
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Issuer Name and Ticker or Trading Symbol:
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GitLab Inc. [GTLB]
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Date of Event Requiring Statement
(Month/Day/Year):
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October 14, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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By:
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/s/ Frederic D. Fenton
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Name: Frederic D. Fenton
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Title: Authorized Signatory
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Name of Joint Filer:
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TCV X (B), L.P.
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Address of Joint Filer:
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c/o TCV
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250 Middlefield Road
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Menlo Park, CA 94025
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Relationship of Joint Filer to Issuer:
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May be part of a 13(d) group
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Issuer Name and Ticker or Trading Symbol:
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GitLab Inc. [GTLB]
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Date of Event Requiring Statement
(Month/Day/Year):
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October 14, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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By:
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/s/ Frederic D. Fenton
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Name: Frederic D. Fenton
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Title: Authorized Signatory
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Name of Joint Filer:
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TCV X Member Fund, L.P.
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Address of Joint Filer:
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c/o TCV
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250 Middlefield Road
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Menlo Park, CA 94025
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Relationship of Joint Filer to Issuer:
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May be part of a 13(d) group
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Issuer Name and Ticker or Trading Symbol:
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GitLab Inc. [GTLB]
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Date of Event Requiring Statement
(Month/Day/Year):
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October 14, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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By:
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/s/ Frederic D. Fenton
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Name: Frederic D. Fenton
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Title: Authorized Signatory
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