Sec Form 4 Filing - Khosla Ventures Seed C, L.P. @ Gitlab Inc. - 2022-05-13

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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
Khosla Ventures Seed C, 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)
2128 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2022
(Street)
MENLO PARK, CA94025
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 05/13/2022 C( 1 )( 2 ) 2,067,244 A 2,067,244 I See footnote( 3 )
Class A Common Stock 05/13/2022 J( 4 ) 1,434,995 D $ 0 632,249 I See footnote( 3 )
Class A Common Stock 05/13/2022 J( 5 ) 632,249 D 0 I See footnote( 3 )
Class A Common Stock 632,249( 5 ) I See footnote( 5 )
Class A Common Stock 05/13/2022 C( 1 )( 6 ) 467,837 A 467,837 I See footnote( 7 )
Class A Common Stock 05/13/2022 J( 8 ) 467,837 D $ 0 0 I See footnote( 7 )
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 ( 1 ) 05/13/2022 C( 1 )( 2 ) 2,067,244 ( 1 ) ( 1 ) Class A Common Stock 2,067,244 $ 0( 1 ) 12,282,704 I See footnote( 3 )
Class B Common Stock ( 1 ) 05/13/2022 C( 1 )( 6 ) 467,837 ( 1 ) ( 1 ) Class A Common Stock 467,837 $ 0( 1 ) 4,210,535 I See footnote( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Khosla Ventures Seed C, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Seed Associates C, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures V, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Associates V, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC, in its capacity as general partner of Khosla Ventures Seed C, L.P. 05/17/2022
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates C, LLC 05/17/2022
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P. 05/17/2022
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC 05/17/2022
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 05/17/2022
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla 05/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Class B Common 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 closing of the Issuer's initial public offering (the "IPO"), (ii) the death or disability of Sytse Sijbrandij, the chief executive officer of the Issuer, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common 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 Common Stock.
( 2 )On May 13, 2022, Khosla Ventures Seed C, L.P. ("KV Seed C") converted 2,067,244 shares of the Issuer's Class B Common Stock into 2,067,244 shares of the Issuer's Class A Common Stock.
( 3 )Consists of securities held of record by KV Seed C, of which Khosla Ventures Seed Associates C, LLC ("KVA Seed C") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed C. Each of KVA Seed C, VK Services and Vinod Khosla may be deemed to possess voting and investm ent control over such securities held by KV Seed C, and each of KVA Seed C, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed C. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 4 )On May 13, 2022, 1,434,995 shares of Class A Common Stock held by KV Seed C were distributed to the limited partners and general partners of KV Seed C in a pro rata distribution for no consideration. Of such distributed shares, 388,183 shares of Class A Common Stock were received by KVA Seed C. All 388,183 of the shares of Class A Common Stock distributed to KVA Seed C were subsequently distributed to VK Services.
( 5 )On May 13, 2022, KV Seed C transferred 632,249 shares of the Issuer's Class A Common Stock to an entity over which Vinod Khosla possesses power to direct the voting and disposition of shares. Vinod Khosla disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 6 )On May 13, 2022, Khosla Ventures V, L.P. ("KV V") converted 467,837 shares of the Issuer's Class B Common Stock into 467,837 shares of the Issuer's Class A Common Stock.
( 7 )Consists of securities held of record by KV V, of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 8 )On May 13, 2022, 467,837 shares of Class A Common Stock held by KV V were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 174,901 shares of Class A Common Stock were received by KVA V. Of the 174,901 shares distributed to KVA V, 115,024 shares of Class A Common Stock were received by VK Services.

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