United States securities and exchange commission logo

                           September 7, 2021

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

                                                        Re: GitLab Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Filed August 20,
                                                            CIK No. 0001653482

       Dear Mr. Sijbrandij:

             We have reviewed your amended 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
       comments. Unless otherwise noted, where prior comments are referred to
they refer to our letter
       dated August 13, 2021.

       Amendment No. 1 to Draft Registration Statement

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Key Business Metrics, page 74

   1.                                                   We note your response
to prior comment 7. Since your calculation of ARR and Dollar-
                                                        Base Net Retention Rate
includes self-managed license revenue, which is recognized
                                                        upfront, rather than
over time, it appears that these metrics are calculated based upon
                                                        annualized contract
value and not actual GAAP revenue. If true, please revise your
                                                        disclosure to more
fully describe the difference between how ARR is calculated compared
                                                        to how revenue is
calculated in accordance with GAAP (particularly for self-managed
Alternatively, consider renaming this measure to more appropriately reflect
 Sytse Sijbrandij
Gitlab Inc.
September 7, 2021
Page 2
      what it represents.
Consolidated Financial Statements
17. Subsequent Events, page F-32

2.    We note in your response to comment 14 that in the March 2021 and June
      valuations, you assigned a 25% weighting to the IPO scenario, a 15%
weighting to the
      secondary transactions, and a 60% weighting to the going concern
scenario. We also note
      from your December 2020 pre-filing correspondence that you were planning
your IPO at
      that time and anticipated filing your initial confidential submission
during the 2021
      calendar year. In light of that correspondence, your May 2021 discussions
      underwriters and the initial filing date of your DRS, please explain how
you determined
      that it was reasonable to apply only a 25% weighting to the IPO scenario.
Please also tell
      us how you considered the likelihood of an IPO in your valuation of Mr.
      RSUs using the Monte Carlo valuation model.

3.    We note your response to prior comment 15. Please expand the footnote on
the cover
      page to state that stockholder communications can also be delivered to
the company's
      agent for service of process.
        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

FirstName LastNameSytse Sijbrandij
                                                           Division of
Corporation Finance
Comapany NameGitlab Inc.
                                                           Office of Technology
September 7, 2021 Page 2
cc:       Ryan Mitteness, Esq.
FirstName LastName