Sec Form 4 Filing - Jacobson Matthew @ Gitlab Inc. - 2021-12-10

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 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) 12/10/2021 (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 12/10/2021 P 2,900 A $ 71.5503( 1 ) 2,900 I( 2 )( 16 ) By ICONIQ Investment Holdings, LP Class A Common Stock 12/10/2021 P 8,030 A $ 72.6144( 3 ) 10,930 I( 2 )( 16 ) By ICONIQ Investment Holdings, LP Class A Common Stock 12/10/2021 P 30,041 A $ 73.7245( 4 ) 40,971 I( 2 )( 16 ) By ICONIQ Investment Holdings, LP Class A Common Stock 12/10/2021 P 245,040 A $ 74.8914( 5 ) 286,011 I( 2 )( 16 ) By ICONIQ Investment Holdings, LP Class A Common Stock 12/13/2021 P 1,014 A $ 72.9779( 6 ) 287,025 I( 2 )( 16 ) By ICONIQ Investment Holdings, LP Class A Common Stock 12/13/2021 P 9,143 A $ 74.0595( 7 ) 296,168 I( 2 )( 16 ) By ICONIQ Investment Holding s, LP Class A Common Stock 12/13/2021 P 38,659 A $ 74.8188( 8 ) 334,827 I( 2 )( 16 ) By ICONIQ Investment Holdings, LP Class A Common Stock 556,335 I( 9 )( 15 )( 16 ) By ICONIQ Strategic Partners III, L.P. Class A Common Stock 594,449 I( 10 )( 15 )( 16 ) By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 129,400 I( 11 )( 15 )( 16 ) By ICONIQ Strategic Partners V, L.P. Class A Common Stock 195,650 I( 12 )( 15 )( 16 ) By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 429,104 I( 13 )( 15 )( 16 ) By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 535,503 I( 14 )( 15 )( 16 ) By ICONIQ Strategic Partners VI-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

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 12/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $71.01 to $72.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 2 )Shares held by ICONIQ Investment Holdings, LP ("ICONIQ Investment"). ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment. The Reporting Person may have limited partner or other interests in the shares held by ICONIQ Investment. ( 3 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $72.10 to $72.99. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 4 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $73.03 to $74.02. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 5 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.04 to $75.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 6 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $72.50 to $73.36. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 7 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $73.50 to $74.48. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 8 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.49 to $75.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. ( 9 )The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ( 10 )The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ( 11 )The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). ( 12 )The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ( 13 )The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"). ( 14 )The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ( 15 )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 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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Makan and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP. ( 16 )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.

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).

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