Sec Form 4 Filing - Makan Divesh @ Gitlab Inc. - 2023-12-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Makan Divesh 2. Issuer Name and Ticker or Trading Symbol Gitlab Inc. [ GTLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICONIQ CAPITAL, 50 BEALE ST., STE. 2300 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2023 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/12/2023 G( 1 ) 41,399 D $ 0 719,139 D ( 2 ) Class A Common Stock 573,487 I ( 3 ) ( 4 ) ( 5 ) ( 6 ) By ICONIQ Strategic Partners III, L.P. Class A Common Stock 612,778 I ( 4 ) ( 5 ) ( 6 ) ( 7 ) By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 657,578 I ( 4 ) ( 5 ) ( 6 ) ( 8 ) By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 1,089,531 I ( 4 ) ( 5 ) ( 6 ) ( 9 ) By ICONIQ Strategic Partners IV-B, L.P. Class A Common Stock 146,206 I ( 4 ) ( 5 ) ( 6 ) ( 10 ) By ICONIQ Strategic Partners V, L.P. Class A Common Stock 223,388 I ( 4 ) ( 5 ) ( 6 ) ( 11 ) By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 429,104 I ( 4 ) ( 5 ) ( 6 ) ( 12 ) By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 535,503 I ( 4 ) ( 5 ) ( 6 ) ( 13 ) By ICONIQ Strategic Partners VI-B, L.P. Class A Common Stock 334,827 I ( 4 ) ( 5 ) ( 6 ) ( 14 ) By ICONIQ Investment Holdings, LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Makan Divesh C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94105 X Signatures /s/ Divesh Makan 12/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 12, 2023, the Reporting Person made a bona fide gift of 41,399 shares of the Issuer's Class A Common Stock to a donor-advised fund. ( 2 )The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 3 )The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ( 4 )ICONIQ III GP is the sole general partner of each of ICONIQ III and ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") and ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ( 5 )(continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment Holdings, LP ("ICONIQ Investment"). The Reporting Person is the sole member of ICONIQ Investment GP. The Reporting Person and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. The Reporting Person, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. ( 6 )The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 7 )The shares are held by ICONIQ III-B. ( 8 )The shares are held by ICONIQ IV. ( 9 )The shares are held by ICONIQ IV-B. ( 10 )The shares are held by ICONIQ V. ( 11 )The shares are held by ICONIQ V-B. ( 12 )The shares are held by ICONIQ VI. ( 13 )The shares are held by ICONIQ VI-B. ( 14 )The shares are held by ICONIQ Investment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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