Sec Form 4 Filing - Schulman Robin @ Gitlab Inc. - 2023-12-29

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 Schulman Robin 2. Issuer Name and Ticker or Trading Symbol Gitlab Inc. [ GTLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer & Corp Sec (Last) (First) (Middle) C/O GITLAB INC. 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2023 (Street) NOT APPLICABLE, DE 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 12/29/2023 C 50,000 A $ 0 ( 1 ) 155,045 D Class A Common Stock 12/29/2023 S( 2 ) 78,981 D $ 63.18 ( 3 ) 76,064 D Class A Common Stock 12/29/2023 S( 2 ) 14,628 D $ 64.35 ( 4 ) 61,436 ( 5 ) D

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 Stock Option (Right to buy Class B Common Stock) $ 8.9 12/29/2023 M( 2 ) 50,000 ( 6 ) 12/01/2029 Class B Common Stock 50,000 $ 0 138,765 D Class B Common Stock $ 8.9 12/29/2023 M( 2 ) 50,000 ( 1 ) ( 1 ) Class A Common Stock 50,000 ( 1 ) 50,000 D Class B Common Stock ( 1 ) 12/29/2023 C 50,000 ( 1 ) ( 1 ) Class A Common Stock 50,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schulman Robin C/O GITLAB INC. NOT APPLICABLE, DE Chief Legal Officer & Corp Sec Signatures /s/ Brian G. Robins, Attorney-in-Fact for Robin Schulman 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 Issuer's initial public offering ("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. ( 2 )The option exercises and sales reported on this Form 4 were executed pursuant to a trading plan entered into by the reporting person on December 30, 2022 and amended on September 29, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.82 to $63.80, inclusive. The Reporting Person undertakes to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 3 and footnote 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.82 to $64.72, inclusive. ( 5 )Includes shares of Class A Common Stock that have not yet vested. ( 6 )25% of the total option award vested on December 2, 2020, and the remainder vested or vests as to 1/48 of the total award monthly on the 2nd, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option award also includes an early exercise feature, whereby unvested options may be early exercised at any time.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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