Sec Form 13G Filing - August Capital VII L.P. filing for Gitlab Inc. (GTLB) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. _____)*

 

GitLab Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

37637K108

(CUSIP Number)

 

December 31, 2021

(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)

 

x 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

(Continued on following pages)

 

Page 1 of 11 Pages

Exhibit Index Contained on Page 10

CUSIP NO. 37637K10813 GPage 2 of 11

 


1

NAME OF REPORTING PERSON

 

August Capital VII, L.P. (“August VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*


(a) ¨

(b) x 

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

 
14,931,200 shares*, except that ACM VII, the general partner of August VII, may be deemed to have sole power to vote these shares, and W. Eric Carlborg (“Carlborg”), Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”), the members of ACM VII, may be deemed to have shared power to vote these shares.

  6

SHARED VOTING POWER

 
See response to row 5.

  7

SOLE DISPOSITIVE POWER

 
14,931,200 shares*, except that ACM VII, the general partner of August VII, may be deemed to have sole power to dispose of these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

 
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,931,200*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

54.2%*

12

TYPE OF REPORTING PERSON

 

PN

       

* Represents 14,931,200 shares of Class B Common Stock held directly by August VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 14,931,200 shares of Class B Common Stock held by August VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 10.3%.

 

CUSIP NO. 37637K10813 GPage 3 of 11

 


1

NAME OF REPORTING PERSON

 

August Capital Management VII, L.L.C. (“ACM VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ¨

(b) x

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

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to vote these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to vote these shares.

  6

SHARED VOTING POWER

 
See response to row 5.

  7

SOLE DISPOSITIVE POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to dispose of these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

 
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,931,200*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

54.2%*

12

TYPE OF REPORTING PERSON

 

OO

       

* Represents 14,931,200 shares of Class B Common Stock held directly by August VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 14,931,200 shares of Class B Common Stock held by August VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 10.3%.

 

CUSIP NO. 37637K10813 GPage 4 of 11

 



1

NAME OF REPORTING PERSON

 

W. Eric Carlborg (“Carlborg”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 
U.S. Citizen

 

 

NUMBER OF

5

SOLE VOTING POWER

 
0 shares

 SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

6

SHARED VOTING POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to vote these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to vote these shares.

  7

SOLE DISPOSITIVE POWER

 
0 shares

  8

SHARED DISPOSITIVE POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to dispose of these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,931,200*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

54.2%*

12

TYPE OF REPORTING PERSON

 

IN

       

* Represents 14,931,200 shares of Class B Common Stock held directly by August VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 14,931,200 shares of Class B Common Stock held by August VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 10.3%.

 

CUSIP NO. 37637K10813 GPage 5 of 11

 



1

NAME OF REPORTING PERSON

 

Howard Hartenbaum (“Hartenbaum”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ¨

(b) x 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 
U.S. Citizen

 

 

NUMBER OF

5

SOLE VOTING POWER

 
0 shares

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6

SHARED VOTING POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to vote these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to vote these shares.

  7

SOLE DISPOSITIVE POWER

 
0 shares

  8

SHARED DISPOSITIVE POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to dispose of these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,931,200*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

54.2%*

12

TYPE OF REPORTING PERSON

 

IN

       

* Represents 14,931,200 shares of Class B Common Stock held directly by August VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 14,931,200 shares of Class B Common Stock held by August VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 10.3%.

 

CUSIP NO. 37637K10813 GPage 6 of 11

 



1

NAME OF REPORTING PERSON

 

David Hornik (“Hornik”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ¨

(b) x 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 
U.S. Citizen

 

 

NUMBER OF

5

SOLE VOTING POWER

 
0 shares

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6

SHARED VOTING POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to vote these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to vote these shares.

  7

SOLE DISPOSITIVE POWER

 
0 shares

  8

SHARED DISPOSITIVE POWER

 
14,931,200 shares*, of which all are directly owned by August VII.  ACM VII, the general partner of August VII, may be deemed to have sole power to dispose of these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,931,200*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

54.2%*

12

TYPE OF REPORTING PERSON

 

IN

       

* Represents 14,931,200 shares of Class B Common Stock held directly by August VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 14,931,200 shares of Class B Common Stock held by August VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 10.3%.

 

CUSIP NO. 37637K10813 GPage 7 of 11

 

ITEM 1(A).NAME OF ISSUER
   
  GitLab Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  Not applicable. The issuer is a remote-only company that does not maintain a headquarters or principal executive office.

 

ITEM 2(A).NAME OF PERSONS FILING
   
  This Statement is filed by August Capital VII, L.P. (“August VII”), August Capital Management VII, L.L.C., a Delaware limited liability company (“ACM VII”), and W. Eric Carlborg (“Carlborg”), Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  ACM VII, the general partner of August VII, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August VII.
   
  Carlborg, Hartenbaum and Hornik are members of ACM VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August VII.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE
   
  The address for each reporting person is:
   
  August Capital
  893A Folsom Street
  San Francisco, California 94107

 

ITEM 2(C).CITIZENSHIP
   
  August VII is a Delaware limited partnership. ACM VII is a Delaware limited liability company. Carlborg, Hartenbaum and Hornik are United States Citizens.

 

ITEM 2(D) and (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
   
  Class A Common Stock
  CUSIP #37637K108

 

ITEM 3.Not Applicable.
   
 ITEM 4.OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based on 12,600,000 shares of Class A Common Stock and 132,200,000 shares of Class B Common Stock of the issuer outstanding as of November 29, 2021 as reported by the issuer in its Form 10-Q for the quarterly period ended October 31, 2021).

 

CUSIP NO. 37637K10813 GPage 8 of 11

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:
   
  See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:
   
  See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreement of August VII, and the limited liability company agreement of ACM VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP
     
    Not applicable.

 

ITEM 10.CERTIFICATION
   
  Not applicable.

 

CUSIP NO. 37637K10813 GPage 9 of 11

 

 

SIGNATURES

 

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, 2022

 

  AUGUST CAPITAL VII, L.P., a Delaware Limited Partnership  
       
  AUGUST CAPITAL MANAGEMENT VII, L.L.C., a Delaware Limited Liability Company  
       
  By: /s/ Abigail Hipps  
    Abigail Hipps  
    Attorney-in-Fact*  
       
  W. ERIC CARLBORG  
  HOWARD HARTENBAUM  
  DAVID M. HORNIK  
       
  By: /s/ Abigail Hipps  
    Abigail Hipps  
    Attorney-in-Fact*  

 

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

CUSIP NO. 37637K10813 GPage 10 of 11

 

 

EXHIBIT INDEX

 

 

 Found on

Sequentially

Exhibit   Numbered Page
   
Exhibit A:  Agreement of Joint Filing 11

 

CUSIP NO. 37637K10813 GPage 11 of 11

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of GitLab Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 14, 2022

 

  AUGUST CAPITAL VII, L.P., a Delaware Limited Partnership  
       
  AUGUST CAPITAL MANAGEMENT VII, L.L.C., a Delaware Limited Liability Company  
       
  By: /s/ Abigail Hipps  
    Abigail Hipps  
    Attorney-in-Fact*  
       
  W. ERIC CARLBORG  
  HOWARD HARTENBAUM  
  DAVID M. HORNIK  
       
  By: /s/ Abigail Hipps  
    Abigail Hipps  
    Attorney-in-Fact*  

 

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.