| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/18/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 10/18/2021 | P | 325,000(1) | A | $77 | 325,000(1) | I | See footnotes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
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. Includes 240,312 shares of Class A common stock held directly by TCV X, L.P., 59,593 shares of Class A common stock held directly by TCV X (A), L.P., 11,716 shares of Class A common stock held directly by TCV X (B), L.P. and 13,379 shares of Class A common stock held directly by TCV X Member Fund, L.P. |
| 2. 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. |
| 3. 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. |
| /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 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 Number. | ||
Exhibit 99.1
Joint Filer Information
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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
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(Month/Day/Year):
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October 18, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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Signature:
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Technology Crossover Management X, L.P.
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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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Dated:
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October 29, 2021
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Joint Filer Information
(continued)
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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
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(Month/Day/Year):
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October 18, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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Signature:
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TCV X, L.P.
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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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Dated:
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October 29, 2021
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2
Joint Filer Information
(continued)
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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
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(Month/Day/Year):
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October 18, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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Signature:
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TCV X (A), L.P.
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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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Dated:
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October 29, 2021
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3
Joint Filer Information
(continued)
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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
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(Month/Day/Year):
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October 18, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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Signature:
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TCV X (B), L.P.
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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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Dated:
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October 29, 2021
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4
Joint Filer Information
(continued)
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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
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(Month/Day/Year):
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October 18, 2021
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Designated Filer:
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Technology Crossover Management X, Ltd.
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Signature:
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TCV X Member Fund, L.P.
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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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Dated:
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October 29, 2021
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