Sec Form 4 Filing - August Capital Management VII, L.L.C. @ Gitlab Inc. - 2022-04-27

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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
August Capital Management VII, L.L.C.
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)
PMB #456, 660 4TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2022
(Street)
SAN FRANCISCO, CA94107
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 04/27/2022 C( 1 ) 14,931,200 A 14,931,200 I See footnote( 2 )
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 ) 04/27/2022 C( 1 ) 14,931,200 ( 1 ) ( 1 ) Class A common stock 14,931,200 $ 0( 1 ) 0 I See footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
August Capital Management VII, L.L.C.
PMB #456
660 4TH STREET
SAN FRANCISCO, CA94107
X
August Capital Strategic Partners VII, L.P.
PMB #456
660 4TH STREET
SAN FRANCISCO, CA94107
X
August Capital VII, L.P.
PMB #456
660 4TH STREET
SAN FRANCISCO, CA94107
X
CARLBORG W ERIC
PMB #456
660 4TH STREET
SAN FRANCISCO, CA94107
X
Hartenbaum Howard
PMB #456
660 4TH STREET
SAN FRANCISCO, CA94107
X
Hornik David
PMB #456
660 4TH STREET
SAN FRANCISCO, CA94107
X
Signatures
/s/ Abigail Hipps, Attorney-in-Fact for August Capital Management VII, L.L.C. 04/29/2022
Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for August Capital Strategic Partners VII, L.P. 04/29/2022
Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for August Capital VII, L.P. 04/29/2022
Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for W. Eric Carlborg 04/29/2022
Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for Howard Hartenbaum 04/29/2022
Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for David Hornik 04/29/2022
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 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.
( 2 )These securities are held directly by August Capital VII, L.P. as nominee for itself and August Capital Strategic Partners VII, L.P. (the "August Capital Funds"). August Capital Management VII, L.L.C. is the general partner of the August Capital Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. David Hornik, W. Eric Carlborg, and Howard Hartenbaum are members of August Capital Management VII, L.L.C. and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital Funds.

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