Sec Form 3 Filing - Jacobson Matthew @ Gitlab Inc. - 2021-10-13

FORM 3 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 Jacobson Matthew 2. Issuer Name and Ticker or Trading Symbol Gitlab Inc. [ GTLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICONIQ CAPITAL, 394, PACIFIC AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2021 (Street) SAN FRANCISCO, CA94111 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 556,335 I ( 1 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III, L.P. Class A Common Stock 594,449 I ( 2 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III-B, L.P.

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 ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 924,391 I ( 1 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III, L.P. Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 987,724 I ( 2 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 696,035 I ( 3 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners IV, L.P. Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 1,153,251 I ( 4 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 163,011 I ( 5 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners V, L.P. Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 251,126 I ( 6 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners V-B, L.P. Series D Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class B Common Stock 4,139,080 I ( 1 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III, L.P. Series D Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class B Common Stock 4,422,660 I ( 2 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class B Common Stock 440,724 I ( 1 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III, L.P. Series E Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class B Common Stock 470,918 I ( 2 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class B Common Stock 686,248 I ( 3 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners IV, L.P. Series E Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class B Common Stock 1,137,036 I ( 4 ) ( 7 ) ( 8 ) By ICONIQ Strategic Partners IV-B, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jacobson Matthew C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X X Signatures /s/ Matthew Jacobson 10/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ( 2 )The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ( 3 )The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). ( 4 )The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). ( 5 )The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). ( 6 )The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ( 7 )ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and 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 IV and 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 V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("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 and ICONIQ V Parent GP. ( 8 )The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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. ( 9 )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. ( 10 )Each share of Series D Preferred Stock and Series E Preferred Stock (together, the "Preferred Stock") will automatically convert into one share of Class B Stock immediately prior to the closing of the IPO. The Preferred Stock has no expiration date.

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