Sec Form 3/A Filing - Sijbrandij Sytse @ Gitlab Inc. - 2021-10-13

FORM 3/A 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 Sijbrandij Sytse 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O GITLAB INC. 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2021 (Street) NOT APPLICABLE, DE 4. If Amendment, Date Original Filed (MM/DD/YY) 10/13/2021 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

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 $ 0 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 24,190,901 I See footnote ( 2 ) Stock Option (Right to buy Class B Common Stock) $ 17.82 ( 3 ) 05/16/2031 Class B Common Stock 1,500,000 D Restricted Stock Units $ 0 ( 8 ) ( 4 )( 5 )( 6 ) ( 7 ) Class B Common Stock 3,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sijbrandij Sytse C/O GITLAB INC. NOT APPLICABLE, DE X X Chief Executive Officer Rients.org BV C/O GITLAB INC. NOT APPLICABLE, DE X Signatures /s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij 10/18/2021 Signature of Reporting Person Date /s/ Robin Schulman, Attorney-in-Fact for Rients.org BV 10/18/2021 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 the Reporting Person, (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 )These securities are held by Rients.org BV, of which the Reporting Person is the sole owner. ( 3 )The option vests as to 20% of the total shares on May 17, 2022, and 1/60 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. ( 4 )The restricted stock units ("RSUs") will be earned upon the achievement of certain stock price targets during specified performance periods, provided that the applicable stock price target has been achieved during the relevant performance period, as follows: (a) 1/12 of the award will be earned when the average closing share price of the Issuer's Class A Common Stock (the "Average Price") for any 90 consecutive trading days, as reported on an established national listing exchange (an "Exchange"), exceeds (i) $95.00 between 08/01/2022 and 8/01/2025, and the Reporting Person is serving as the Issuer's CEO on 02/01/2023; (ii) $125 between 08/01/2023 and 08/01 2026, and the Reporting Person is serving as the Issuer's CEO on 02/01/2024; (iii) $165 between 08/01/2024 and 08/01/2027, and the Reporting Person is serving as the Issuer's CEO on 02/01/2025; (continued in footnote 5) ( 5 )(continued from footnote 4)(iv) $215 between 08/01/2025 and 08/01/2028, and the Reporting Person is serving as the Issuer's CEO on 02/01/2026; (v) $275 between 08/01/2026 and 08/01/2029, and the Reporting Person is serving as the Issuer's CEO on 02/01/2027; (vi) $350 between 08/01/2027 and 08/01/2030, and the Reporting Person is serving as the Issuer's CEO on 02/01/2028; and (b) 1/4 of the award will vest when the Average Price for any 90 consecutive trading days, as reported on an Exchange, exceeds (i) $425 between 08/01/2027 and 08/01/2030, and the Reporting Person is serving as the Issuer's CEO on 02/01/2028; and (ii) $500 between 08/01/2027 and 08/01/2030, and the Reporting Person is serving as the Issuer's CEO on 02/01/2028. (continued in footnote 6) ( 6 )(continued from footnote 5)The RSUs will be deemed earned upon certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of the stock price targets and will vest only to the extent: (i) the performance metric has been achieved; (ii) the applicable service condition has been satisfied; and (iii) the Reporting Person continues to serve as the Issuer's CEO on the date of such certification. Any portion of the award not earned during the performance periods listed above will lapse as forfeited. Settlement of any portion of the RSUs deemed earned and vested will occur in the calendar year that includes the 24-month anniversary of the date in which such portion was deemed vested, except that settlement may occur sooner in the event of certain corporate transactions, the Reporting Person's death, disability or separation from service with the Issuer, or an unforeseeable emergency experienced by the Reporting Person. ( 7 )RSUs do not expire; they either vest or are canceled prior to vesting date. ( 8 )Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon vesting.

Remarks: This amendment to Form 3 filed on October 13, 2021 is filed to include Rients.org BV as a joint filer.

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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