Sec Form 4 Filing - GV 2021 GP, L.L.C. @ Gitlab Inc. - 2022-05-12

Insider filing report for Changes in Beneficial Ownership
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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
GV 2021 GP, 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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% Group
(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2022
(Street)
MOUNTAIN VIEW, CA94043
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 05/12/2022 P 14,860 A $ 32.9636( 1 ) 570,691 I By GV 2021, L.P.( 2 )
Class A Common Stock 05/12/2022 P 9,183 A $ 33.734( 3 ) 579,874 I By GV 2021, L.P.( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GV 2021 GP, L.L.C.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
Member of 10% Group
GV 2021 GP, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
Member of 10% Group
GV 2021, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
Member of 10% Group
Alphabet Inc.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
Member of 10% Group
Signatures
/s/ Inga Goldbard, General Counsel of GV 2021 GP, L.L.C. 05/16/2022
Signature of Reporting Person Date
/s/ Inga Goldbard, General Counsel of GV 2021 GP, L.P. 05/16/2022
Signature of Reporting Person Date
/s/ Inga Goldbard, General Counsel of GV 2021, L.P. 05/16/2022
Signature of Reporting Person Date
/s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. 05/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $32.38 to $33.35, inclusive. The reporting persons undertake to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1 and 3 of this Form 4.
( 2 )The securities reported in this row are directly beneficially owned by GV 2021, L.P. (the "Partnership"). GV 2021 GP, L.P. (the "GP") is the general partner of the Partnership. GV 2021 GP, L.L.C. ("GV 2021 LLC") is the general partner of the GP. Alphabet Holdings LLC ("Alphabet Holdings") is the sole member of GV 2021 LLC. XXVI Holdings Inc. ("XXVI") is the sole member of Alphabet Holdings. Alphabet Inc. is the controlling stockholder of XXVI. Each of the GP, GV 2021 LLC, Alphabet Holdings, XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the securities directly beneficially owned by the Partnership. Each of the GP, GV 2021 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.39 to $33.99, inclusive.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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