Khosla Vinod Form 4 Gitlab / VINOD KHOSLA ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Khosla Ventures Seed C, L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/28/2022		C(1)(2)		194,030	A	(1)	194,030	I	See Footnote(3)
Class A Common Stock	07/28/2022		J(4)		194,030	D	(4)	0	I	See Footnote(3)
Class A Common Stock								194,030(4)	I	See Footnote(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	07/28/2022		C(1)(2)			194,030	(1)	(1)	Class A Common Stock	194,030	$0.00(1)	12,088,674	I	See footnote(3)

1. Name and Address of Reporting Person^*

Khosla Ventures Seed C, L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures Seed Associates C, LLC

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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 July 28, 2022, Khosla Ventures Seed C, L.P. ("KV Seed C") converted 194,030 shares of the Issuer's Class B Common Stock into 194,030 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 investment 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 July 28, 2022, KV Seed C transferred 194,030 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.

Remarks:

	/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.	08/01/2022
	/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	08/01/2022
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC	08/01/2022
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla	08/01/2022
	** Signature of Reporting Person	Date
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