United States securities and exchange commission logo

                               August 13, 2021

       Sytse Sijbrandij
       Chief Executive Officer
       Gitlab Inc.
       268 Bush Street #350
       San Francisco, CA 94104

                                                        Re: GitLab Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed July 16, 2021
                                                            CIK No. 0001653482

       Dear Mr. Sijbrandij:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   For context, please
disclose your dollar-based net retention rate for fiscal 2020.
       Risk Factors
       We are dependent on sales and marketing strategies..., page 20

   2.                                                   Please disclose the
number of customers that use your starter and bronze tier product
                                                        offerings and the
percentage of your revenues they generated for the periods presented.
 Sytse Sijbrandij
Gitlab Inc. LastNameSytse Sijbrandij
August  13, NameGitlab
            2021       Inc.
Page 2 13, 2021 Page 2
FirstName LastName
We track certain performance metrics..., page 31

3.       Please provide examples of the limitations on your ability to track
your performance
A portion of our revenue is generated by sales to government entities..., page

4.       Please disclose the percentage of your revenues generated from sales
to government
         entities for the periods presented.
The length of our sales cycle can be unpredictable..., page 41

5.       Please disclose the average length of your sales cycle.
We have a limited operating history in China..., page 44

6.       Revise your risk factor to acknowledge that if the PRC government
determines that the
         contractual arrangements part of your VIE structure for your joint
venture do not comply
         with PRC regulations, or if these regulations change or are
interpreted differently in the
         future, you could lose control over the assets of your joint venture.
Management   s Discussion and Analysis of Financial Condition and Results of
Key Business Metrics, page 74

7.       Please revise your discussion of dollar-based net retention rate to
clarify if you include
         self-managed license revenue in your calculation of ARR and
dollar-based net retention
Revenue, page 78

8.       You indicate that the increase in revenue from fiscal 2020 to fiscal
2021 was attributable,
         in part, both to adding new customers and expanding your existing paid
         Please revise to separately quantify the impact of both factors on
revenue for the period
Critical Accounting Policies and Estimates
Revenue Recognition, page 83

9.       Please revise your disclosures on page 85 to provide more insight into
the inputs and
         assumptions used in applying the expected cost-plus margin approach to
         standalone selling price. Please revise to give readers a better sense
of the frequency with
         which you use the expected cost-plus margin approach. We note that
         revenue from self-managed offerings comprised 75% of total revenue for
fiscal 2021 and
         that self-managed licenses are always sold with post-contract customer
 Sytse Sijbrandij
Gitlab Inc. LastNameSytse Sijbrandij
August  13, NameGitlab
            2021       Inc.
Page 3 13, 2021 Page 3
FirstName LastName
Our Customers, page 101

10.      Please disclose the number of paying customers for the periods
Underwriting, page 144

11.      Please disclose the exceptions to the lock-up agreements with your
officers, directors and
         existing stockholders.
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11

12.      Please revise your discussion on page F-12 to explain in greater
detail how variable
         consideration arises in your contracts with customers. If variable
consideration is
         material, please also revise to disclose inputs and assumptions for
allocation the
         transaction price to variable consideration. Please refer to ASC
13.      Please revise your discussion on page F-13 to more fully explain the
type of observable
         data points used in estimating stand-alone selling price using the
expected cost plus
         margin approach. Please refer to ASC 606-10-50-20(c).
17. Subsequent Events, page F-32

14.      Please provide us with a breakdown of the details of all stock-based
compensation awards
         granted since the beginning of fiscal 2022, including the fair value
of the underlying stock
         used to value such awards. To the extent there were any significant
fluctuations in the fair
         values, please describe for us the factors that contributed to such
fluctuations, including
         any intervening events within the company or changes in your valuation
assumptions or

15.      We note that you are a remote-only company and do not maintain a
headquarters. Please
         tell us how you will facilitate compliance with, for example,
Securities Exchange Act
         Rules 14a-8 and 14d-3(a)(2)(i).
16.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Sytse Sijbrandij
Gitlab Inc. LastNameSytse Sijbrandij
August  13, NameGitlab
            2021       Inc.
Page 4 13, 2021 Page 4
FirstName LastName
        You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551- 3361 if you have questions
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other


                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Ryan Mitteness, Esq.