Sec Form 4 Filing - ICONIQ Strategic Partners III, L.P. @ Gitlab Inc. - 2024-03-06

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 ICONIQ Strategic Partners III, L.P. 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) 03/06/2024 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/06/2024 C( 1 ) 1,579,947 A 2,153,434 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 03/06/2024 J( 1 ) 564,657 D 1,588,777 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 03/06/2024 C( 6 ) 1,688,193 A 2,300,971 I ( 3 ) ( 4 ) ( 5 ) ( 7 ) By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 03/06/2024 J( 6 ) 603,343 D 1,697,628 I ( 3 ) ( 4 ) ( 5 ) ( 7 ) By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 657,578 I ( 3 ) ( 4 ) ( 5 ) ( 8 ) By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 1,089,531 I ( 3 ) ( 4 ) ( 5 ) ( 9 ) By ICONIQ Strategic Partners IV-B, L.P. Class A Common Stock 146,206 I ( 3 ) ( 4 ) ( 5 ) ( 10 ) By ICONIQ Strategic Partners V, L.P. Class A Common Stock 223,388 I ( 3 ) ( 4 ) ( 5 ) ( 11 ) By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 429,104 I ( 3 ) ( 4 ) ( 5 ) ( 12 ) By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 535,503 I ( 3 ) ( 4 ) ( 5 ) ( 13 ) By ICONIQ Strategic Partners VI-B, L.P. Class A Common Stock 334,827 I ( 3 ) ( 4 ) ( 5 ) ( 14 ) By ICONIQ Investment Holdings, LP Class A Common Stock 830,177 ( 15 ) I ( 15 ) By Divesh Makan Class A Common Stock 925,378 ( 16 ) I ( 16 ) By William J.G. Griffith

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 Class B Common Stock ( 17 ) 03/06/2024 C( 1 ) 1,579,947 ( 17 ) ( 17 ) Class A Common Stock 1,579,947 $ 0 0 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) Class B Common Stock ( 17 ) 03/06/2024 C( 6 ) 1,688,193 ( 17 ) ( 17 ) Class A Common Stock 1,688,193 $ 0 0 I ( 3 ) ( 4 ) ( 5 ) ( 7 ) By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock ( 17 ) ( 17 ) ( 17 ) Class A Common Stock 691,141 691,141 I ( 3 ) ( 4 ) ( 5 ) ( 8 ) By ICONIQ Strategic Partners IV, L.P. Class B Common Stock ( 17 ) ( 17 ) ( 17 ) Class A Common Stock 1,145,143 1,145,143 I ( 3 ) ( 4 ) ( 5 ) ( 9 ) By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock ( 17 ) ( 17 ) ( 17 ) Class A Common Stock 146,205 146,205 I ( 3 ) ( 4 ) ( 5 ) ( 10 ) By ICONIQ Strategic Partners V, L.P. Class B Common Stock ( 17 ) ( 17 ) ( 17 ) Class A Common Stock 223,388 223,388 I ( 3 ) ( 4 ) ( 5 ) ( 11 ) By ICONIQ Strategic Partners V-B, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94105 X ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94105 X ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94105 X Makan Divesh C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94105 X Griffith William J.G. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA94105 X Signatures ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 03/08/2024 Signature of Reporting Person Date ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 03/08/2024 Signature of Reporting Person Date ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 03/08/2024 Signature of Reporting Person Date ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 03/08/2024 Signature of Reporting Person Date /s/ Divesh Makan 03/08/2024 Signature of Reporting Person Date /s/ William J.G. Griffith 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 6, 2024, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,579,947 shares of the Issuer's Class B Common Stock into 1,579,947 shares of the Issuer's Class A Common Stock. On the same date, ICONIQ III distributed, for no consideration, in the aggregate 564,657 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )The shares are held by ICONIQ III. ( 3 )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. ( 4 )(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 T T 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"). Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. Makan and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, 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. ( 5 )Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, ICONIQ Investment GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of 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. ( 6 )On March 6, 2024, ICONIQ III-B converted in the aggregate 1,688,193 shares of the Issuer's Class B Common Stock into 1,688,193 shares of the Issuer's Class A Common Stock. On the same date, ICONIQ III-B distributed, for no consideration, in the aggregate 603,343 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. ( 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. ( 15 )The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 111,038 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (6) above. Makan 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 16 )The shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 111,100 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (6) above. Griffith 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 Griffith is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 17 )Each share of the Issuer's Class B Common Stock (the "Class B 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 Stock (including shares of Class B 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 Stock.

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