UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Gitlab Inc.
(Name of Issuer)
Class A common stock, par value $0.0000025 per share
(Title of Class of Securities)
37637K108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 2 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,153,434 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
2,153,434 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,153,434 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 2,153,434 shares of Common Stock consisting of (i) 573,487 shares of Class A Common Stock and (ii) 1,579,947 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 1,579,947 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 3 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III-B, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,300,971 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
2,300,971 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,300,971 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 2,300,971 shares of Common Stock consisting of (i) 612,778 shares of Class A Common Stock and (ii) 1,688,193 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III-B, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 1,688,193 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 4 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
4,454,405 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
4,454,405 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,454,405 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 4,454,405 shares of Common Stock consisting of (i) 1,186,265 shares of Class A Common Stock and (ii) 3,268,140 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 3,268,140 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 5 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III TT GP, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
4,454,405 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
4,454,405 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,454,405 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (2)(3)(4) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 4,454,405 shares of Common Stock consisting of (i) 1,186,265 shares of Class A Common Stock and (ii) 3,268,140 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 3,268,140 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 6 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,348,719 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
1,348,719 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,719 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 1,348,719 shares of Common Stock consisting of (i) 657,578 shares of Class A Common Stock and (ii) 691,141 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 691,141 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 7 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV-B, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,234,674 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
2,234,674 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,234,674 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 2,234,674 shares of Common Stock consisting of (i) 1,089,531 shares of Class A Common Stock and (ii) 1,145,143 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV-B, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 1,145,143 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 8 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,583,393 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
3,583,393 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,393 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 3,583,393 shares of Common Stock consisting of (i) 1,747,109 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 1,836,284 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 9 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV TT GP, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,583,393 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
3,583,393 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,393 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 3,583,393 shares of Common Stock consisting of (i) 1,747,109 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 1,836,284 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 10 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
292,411 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
292,411 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,411 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 292,411 shares of Common Stock consisting of (i) 146,206 shares of Class A Common Stock and (ii) 146,205 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 146,205 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 11 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V-B, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
446,776 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
446,776 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,776 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 446,776 shares of Common Stock consisting of (i) 223,388 shares of Class A Common Stock and (ii) 223,388 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V-B, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 223,388 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 12 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
739,187 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
739,187 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,187 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 13 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V TT GP, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
739,187 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
739,187 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,187 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 14 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
429,104 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
429,104 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,104 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 429,104 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. |
| (2) | The percent of class was calculated based on 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 15 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI-B, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
535,503 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
535,503 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,503 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 535,503 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI-B, L.P. |
| (2) | The percent of class was calculated based on 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 16 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
964,607 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
964,607 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,607 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 964,607 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. |
| (2) | The percent of class was calculated based on 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 17 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI TT GP, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
964,607 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
964,607 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,607 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 964,607 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. |
| (2) | The percent of class was calculated based on 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 18 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Investment Holdings, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
334,827 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
334,827 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,827 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 334,827 shares of Class A Common Stock held directly by ICONIQ Investment Holdings, LP. |
| (2) | The percent of class was calculated based on 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 19 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Capital Group, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
334,827 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
334,827 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,827 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 334,827 shares of Class A Common Stock held directly by ICONIQ Investment Holdings, LP. ICONIQ Capital Group, LLC is the general partner of ICONIQ Investment Holdings, LP and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP. |
| (2) | The percent of class was calculated based on 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 20 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
Divesh Makan | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
10,795,558 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
10,795,558 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,795,558 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (a) 719,139 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee, and (b) an aggregate of 10,076,419 shares of Common Stock consisting of (i) 4,602,402 shares of Class A Common Stock and (ii) 5,474,017 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Investment Holdings, LP. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. ICONIQ Capital Group, LLC is the sole general partner of ICONIQ Investment Holdings, LP, and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd. Divesh Makan is the sole member of ICONIQ Capital Group, LLC. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 5,474,017 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 21 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
William J.G. Griffith | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
10,555,870 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
10,555,870 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,555,870 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (a) 814,278 shares of Class A Common Stock held directly by William J.G. Griffith through a family trust of which he is a trustee and another estate planning trust having an independent trustee, and (b) an aggregate of 9,741,592 shares of Common Stock consisting of (i) 4,267,575 shares of Class A Common Stock and (ii) 5,474,017 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 5,474,017 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 22 of 32 Pages |
| 1. | NAMES OF REPORTING PERSONS
Matthew Jacobson | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
5,671,258 (1)(2) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
5,671,258 (1)(2) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,671,258 (1)(2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% (3) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (a) 384,071 shares of Class A Common Stock held by Matthew Jacobson through a trust of which he is a trustee, and (b) an aggregate of 5,287,187 shares of Common Stock consisting of (i) 3,081,310 shares of Class A Common Stock and (ii) 2,205,877 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd. |
| (2) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common 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 IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock. |
| (3) | The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) 2,205,877 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 23 of 32 Pages |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| Gitlab, Inc. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| Not applicable | ||||
| Item 2. | Filing Person | |||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||
| (i) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III”).
(ii) ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III-B”, and together with ICONIQ III, the “ICONIQ III Funds”).
(iii) ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV”).
(iv) ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV-B” and, together with ICONIQ IV, the “ICONIQ IV Funds”).
(v) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V”).
(vi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V-B” and, together with ICONIQ V, the “ICONIQ V Funds”).
(vii) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership (“ICONIQ VI”).
(viii) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ VI-B” and, together with ICONIQ VI, the “ICONIQ VI Funds”).
(ix) ICONIQ Investment Holdings, LP (“ICONIQ Investment”), a Delaware limited partnership.
(x) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III GP”), the sole general partner of the ICONIQ III Funds.
(xi) ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV GP”), the sole general partner of the ICONIQ IV Funds.
(xii) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V GP”), the sole general partner of the ICONIQ V Funds.
(xiii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ VI GP”), the sole general partner of the ICONIQ VI Funds.
(xiv) ICONIQ Capital Group GP, LLC, a Delaware limited liability company (“ICONIQ Investment GP”), the sole general partner of ICONIQ Investment.
(xv) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ III Parent GP”), the sole general partner of ICONIQ III GP.
(xvi) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ IV Parent GP”), the sole general partner of ICONIQ IV GP.
(xvii) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ V Parent GP”), the sole general partner of ICONIQ V GP.
(xviii)ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ VI Parent GP”), the sole general partner of ICONIQ VI GP.
(xix) Divesh Makan, a citizen of the United States (“Makan”), the sole member of ICONIQ Investment GP.
(xx) William J.G. Griffith, a citizen of the United States (“Griffith”), together with Makan, are the sole equity holders of ICONIQ III Parent GP.
(xxi) Matthew Jacobson, a citizen of the United States (“Jacobson”), together with Makan and Griffith, are the sole equity holders of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. | ||||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 24 of 32 Pages |
| The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. | ||||||
| (d) | Title of Class of Securities: | |||||
| Class A common stock, par value $0.0000025 per share ( “Class A Common Stock”) | ||||||
| (e) | CUSIP Number:
37637K108 | |||||
| Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||||||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. Ownership. | ||||||
| (a) and (b) Amount beneficially owned: | ||||||
| (i) | ICONIQ III directly owns 2,153,434 shares of Common Stock consisting of (i) 573,487 shares of Class A Common Stock and (ii) 1,579,947 shares of Class B Common Stock, which represents approximately 2.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (ii) | ICONIQ III-B directly owns 2,300,971 shares of Common Stock consisting of (i) 612,778 shares of Class A Common Stock and (ii) 1,688,193 shares of Class B Common Stock, which represents approximately 2.1% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (iii) | ICONIQ III GP may be deemed to beneficially own 4,454,405 shares of Common Stock consisting of (i) 1,186,265 shares of Class A Common Stock and (ii) 3,268,140 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 4.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 25 of 32 Pages |
| (iv) | ICONIQ III Parent GP may be deemed to beneficially own 4,454,405 shares of Common Stock consisting of (i) 1,186,265 shares of Class A Common Stock and (ii) 3,268,140 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 4.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (v) | ICONIQ IV directly owns 1,348,719 shares of Common Stock consisting of (i) 657,578 shares of Class A Common Stock and (ii) 691,141 shares of Class B Common Stock, which represents approximately 1.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (vi) | ICONIQ IV-B directly owns 2,234,674 shares of Common Stock consisting of (i) 1,089,531 shares of Class A Common Stock and (ii) 1,145,143 shares of Class B Common Stock, which represents approximately 2.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (vii) | ICONIQ IV GP may be deemed to beneficially own 3,583,393 shares of Common Stock consisting of (i) 1,747,109 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 3.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (viii) | ICONIQ IV Parent GP may be deemed to beneficially own 3,583,393 shares of Common Stock consisting of (i) 1,747,109 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 3.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (ix) | ICONIQ V directly owns 292,411 shares of Common Stock consisting of (i) 146,206 shares of Class A Common Stock and (ii) 146,205 shares of Class B Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (x) | ICONIQ V-B directly owns 446,776 shares of Common Stock consisting of (i) 223,388 shares of Class A Common Stock and (ii) 223,388 shares of Class B Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xi) | ICONIQ V GP may be deemed to beneficially own 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ V Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xii) | ICONIQ V Parent GP may be deemed to beneficially own 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ V Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xiii) | ICONIQ VI directly owns 429,104 shares of Common Stock consisting of (i) 429,104 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xiv) | ICONIQ VI-B directly owns 535,503 shares of Common Stock consisting of (i) 535,503 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xv) | ICONIQ VI GP may be deemed to beneficially own 964,607 shares of Common Stock consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ VI Funds, which represents approximately 0.9% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xvi) | ICONIQ VI Parent GP may be deemed to beneficially own 964,607 shares of Common Stock consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ VI Funds, which represents approximately 0.9% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 26 of 32 Pages |
| (xvii) | ICONIQ Investment Holdings directly owns 334,827 shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xviii) | ICONIQ Investment Holdings GP may be deemed to beneficially own 334,827 shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by ICONIQ Investment Holdings, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xiv) | Makan may be deemed to beneficially own 10,795,558 shares of Common Stock consisting of (i) 5,321,541 shares of Class A Common Stock and (ii) 5,474,017 shares of Class B Common Stock, owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds, ICONIQ Investment Holdings and Makan, which represents approximately 9.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xv) | Griffith may be deemed to beneficially own 10,555,870 shares of Common Stock consisting of (i) 5,081,853 shares of Class A Common Stock and (ii) 5,474,017 shares of Class B Common Stock, owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Griffith, which represents approximately 9.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (xvi) | Jacobson may be deemed to beneficially own 5,671,258 shares of Common Stock consisting of (i) 3,465,381 shares of Class A Common Stock and (ii) 2,205,877 shares of Class B Common Stock, owned by the ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Jacobson, which represents approximately 5.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
The percent of class was calculated based on (i) 107,900,000 shares of Class A Common Stock outstanding as of November 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 5, 2023, plus (ii) the shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2023, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |||||
| (c) | Number of shares as to which such person has: | |||||
| Number of Class A Common Stock | ||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
| ICONIQ III |
2,153,434 | 0 | 2,153,434 | 0 | ||||||||||||
| ICONIQ III-B |
2,300,971 | 0 | 2,300,971 | 0 | ||||||||||||
| ICONIQ III GP |
4,454,405 | 0 | 4,454,405 | 0 | ||||||||||||
| ICONIQ III Parent GP |
4,454,405 | 0 | 4,454,405 | 0 | ||||||||||||
| ICONIQ IV |
1,348,719 | 0 | 1,348,719 | 0 | ||||||||||||
| ICONIQ IV-B |
2,234,674 | 0 | 2,234,674 | 0 | ||||||||||||
| ICONIQ IV GP |
3,583,393 | 0 | 3,583,393 | 0 | ||||||||||||
| ICONIQ IV Parent GP |
3,583,393 | 0 | 3,583,393 | 0 | ||||||||||||
| ICONIQ V |
292,411 | 0 | 292,411 | 0 | ||||||||||||
| ICONIQ V-B |
446,776 | 0 | 446,776 | 0 | ||||||||||||
| ICONIQ V GP |
739,187 | 0 | 739,187 | 0 | ||||||||||||
| ICONIQ V Parent GP |
739,187 | 0 | 739,187 | 0 | ||||||||||||
| ICONIQ VI |
429,104 | 0 | 429,104 | 0 | ||||||||||||
| ICONIQ VI-B |
535,503 | 0 | 535,503 | 0 | ||||||||||||
| ICONIQ VI GP |
964,607 | 0 | 964,607 | 0 | ||||||||||||
| ICONIQ VI Parent GP |
964,607 | 0 | 964,607 | 0 | ||||||||||||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 27 of 32 Pages |
| ICONIQ Investment Holdings, LP |
334,827 | 0 | 334,827 | 0 | ||||||||||||
| ICONIQ Capital Group GP, LLC |
334,827 | 0 | 334,827 | 0 | ||||||||||||
| Makan |
10,795,558 | 0 | 10,795,558 | 0 | ||||||||||||
| Griffith |
10,555,870 | 0 | 10,555,870 | 0 | ||||||||||||
| Jacobson |
5,671,258 | 0 | 5,671,258 | 0 |
| (i) | Sole power to vote or direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certification. |
Not applicable.
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 28 of 32 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| ICONIQ Strategic Partners III, L.P., a Cayman | ||
| Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners III GP, L.P., a Cayman Islands Exempted limited partner, its General Partner | |
| By: | ICONIQ Strategic Partners III TT GP, Ltd, a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners III-B, L.P., a Cayman | ||
| Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner | |
| By: | ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners IV, L.P., a Cayman | ||
| Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner | |
| By: | ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 29 of 32 Pages |
| ICONIQ Strategic Partners IV-B, L.P., a | ||
| Cayman Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner | |
| By: | ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners V, L.P., a Cayman | ||
| Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership,its General Partner | |
| By: | ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners V-B, L.P., a | ||
| Cayman Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership, its General Partner | |
| By: | ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 30 of 32 Pages |
| ICONIQ Strategic Partners VI, L.P., a Cayman |
| Islands exempted limited partnership |
| By: ICONIQ Strategic Partners VI GP, L.P., a |
| Cayman Islands exempted limited partnership,its General Partner |
| By: ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners VI-B, L.P., a |
| Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners VI GP, L.P., a |
| Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners III GP, L.P., a | ||
| Cayman Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners III TT GP, Ltd., a | ||
| Cayman Islands exempted company | ||
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 31 of 32 Pages |
| ICONIQ Strategic Partners IV GP, L.P., a | ||
| Cayman Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners IV TT GP, Ltd., a | ||
| Cayman Islands exempted company | ||
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners V GP, L.P., a | ||
| Cayman Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners V TT GP, Ltd., a | ||
| Cayman Islands exempted company | ||
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Strategic Partners VI GP, L.P., a | ||
| Cayman Islands exempted limited partnership | ||
| By: | ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner | |
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| CUSIP No. 37637K108 | SCHEDULE 13G | Page 32 of 32 Pages |
| ICONIQ Strategic Partners VI TT GP, Ltd., a | ||
| Cayman Islands exempted company | ||
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Investment Holdings, LP, a Delaware limited partnership | ||
| By: | ICONIQ Capital Group GP, LLC, a Delaware limited liability company, its general partner | |
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| ICONIQ Capital Group GP, LLC, a | ||
| Delaware limited liability company | ||
| By: | Kevin Foster | |
| Title: Authorized Person | ||
| /s/ Kevin Foster | ||
| Signature of Reporting Person | ||
| Divesh Makan | ||
| /s/ Divesh Makan | ||
| Signature of Reporting Person | ||
| William J.G. Griffith | ||
| /s/ William J.G. Griffith | ||
| Signature of Reporting Person | ||
| Matthew Jacobson | ||
| /s/ Matthew Jacobson | ||
| Signature of Reporting Person | ||