| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Gitlab Inc. (Name of Issuer) |
Class A common stock, par value $0.0000025 per share (Title of Class of Securities) |
37637K108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 507,412.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 507,412 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners III-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 542,175.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 542,175 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners III GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,049,587.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 1,049,587 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners III TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,049,587.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Represents 1,049,587 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 647,454.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 647,454 of Class A Common Stock held directly by ICONIQ Strategic Partners IV, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners IV-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,072,757.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 1,072,757 shares of Class A Common held directly by ICONIQ Strategic Partners IV-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners IV GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,720,211.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 1,720,211 shares of Class A Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners IV TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,720,211.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Represents 1,720,211 shares of Class A Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 58,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 58,428 shares of Class A Common Stock held directly by ICONIQ Strategic Partners V, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners V-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 132,980.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 132,980 shares of Class A Common Stock held directly by ICONIQ Strategic Partners V-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners V GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 191,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 191,408 shares of Class A Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners V TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 191,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Represents 191,408 shares of Class A Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 429,104.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 429,104 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners VI-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 535,503.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 535,503 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 964,607.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 964,607 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Strategic Partners VI TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 964,607.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Represents 964,607 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Investment Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 334,827.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 334,827 shares of Class A Common Stock held directly by ICONIQ Investment Holdings, LP.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,198.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Represents 1,198 shares of Class A Common Stock held by separately managed accounts (the "Managed Accounts") for which ICONIQ Capital, LLC serves as investment adviser. In its capacity as investment adviser, ICONIQ Capital, LLC has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital, LLC receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Capital Group, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,198.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Represents 1,198 shares of Class A Common Stock held by Managed Accounts for which ICONIQ Capital, LLC serves as investment adviser. In its capacity as investment adviser, ICONIQ Capital, LLC has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital, LLC receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts. ICONIQ Capital Group, L.P. is the sole member of ICONIQ Capital, LLC.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons ICONIQ Capital Group GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 336,025.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Represents 336,025 shares of Class A Common Stock beneficially owned by ICONIQ Investment Holdings, LP and ICONIQ Capital, LLC. In its capacity as investment adviser, ICONIQ Capital, LLC has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital, LLC receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts. ICONIQ Capital Group, L.P. is the sole member of ICONIQ Capital, LLC. ICONIQ Capital Group GP, LLC is the general partner of ICONIQ Investment Holdings, LP and ICONIQ Capital Group, L.P. and may be deemed to beneficially own the shares of stock beneficially owned by ICONIQ Investment Holdings, LP and ICONIQ Capital, LLC.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons Divesh Makan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,317,201.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Represents (a) 1,055,363 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee, and (b) 4,261,838 shares of Class A Common Stock beneficially owned by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P., ICONIQ Investment Holdings, LP and ICONIQ Capital, LLC. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. ICONIQ Capital Group, L.P. is the sole member of ICONIQ Capital, LLC, and may be deemed to beneficially own the shares of stock beneficially owned by ICONIQ Capital, LLC. ICONIQ Capital Group GP, LLC is the sole general partner of ICONIQ Investment Holdings, LP and ICONIQ Capital Group, L.P., and may be deemed to beneficially own the shares of stock beneficially owned by ICONIQ Investment Holdings, LP and ICONIQ Capital, LLC. Divesh Makan is the sole member of ICONIQ Capital Group GP, LLC. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons William J.G. Griffith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,076,504.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Represents (a) 1,150,691 shares of Class A Common Stock held directly by William J.G. Griffith through a family trust of which he is a trustee and another estate planning trust having an independent trustee, and (b) 3,925,813 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 37637K108 |
| 1 | Names of Reporting Persons Matthew Jacobson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,427,844.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Represents (a) 551,618 shares of Class A Common Stock held by Matthew Jacobson through a trust of which he is a trustee, and (b) 2,876,226 shares of Class A Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Gitlab Inc. | |
| (b) | Address of issuer's principal executive
offices: Not applicable | |
| Item 2. | ||
| (a) | Name of person filing: (i) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III").
(ii) ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III-B", and together with ICONIQ III, the "ICONIQ III Funds").
(iii) ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership ("ICONIQ IV").
(iv) ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ IV-B" and, together with ICONIQ IV, the "ICONIQ IV Funds").
(v) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V").
(vi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V-B" and, together with ICONIQ V, the "ICONIQ V Funds").
(vii) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI").
(viii) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B" and, together with ICONIQ VI, the "ICONIQ VI Funds").
(ix) ICONIQ Investment Holdings, LP ("ICONIQ Investment Holdings"), a Delaware limited partnership.
(x) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III GP"), the sole general partner of the ICONIQ III Funds.
(xi) ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ IV GP"), the sole general partner of the ICONIQ IV Funds.
(xii) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V GP"), the sole general partner of the ICONIQ V Funds.
(xiii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds.
(xiv) ICONIQ Capital, LLC, a Delaware limited liability company ("ICONIQ Capital").
(xv) ICONIQ Capital Group, L.P., a Delaware limited partnership ("ICONIQ Capital Group"), the sole member of ICONIQ Capital.
(xvi) ICONIQ Capital Group GP, LLC, a Delaware limited liability company ("ICONIQ Capital GP"), the sole general partner of ICONIQ Investment and ICONIQ Capital Group.
(xvii) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ III Parent GP"), the sole general partner of ICONIQ III GP.
(xviii) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ IV Parent GP"), the sole general partner of ICONIQ IV GP.
(xix) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ V Parent GP"), the sole general partner of ICONIQ V GP.
(xx) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP.
(xxi) Divesh Makan, a citizen of the United States ("Makan"), the sole member of ICONIQ Capital GP.
(xxii) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ III Parent GP.
(xxiii) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, are the sole equity holders of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. | |
| (c) | Citizenship: See Item 2(a) above. | |
| (d) | Title of class of securities: Class A common stock, par value $0.0000025 per share | |
| (e) | CUSIP No.: 37637K108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (i) ICONIQ III directly owns 507,412 shares of Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(ii) ICONIQ III-B directly owns 542,175 shares of Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(iii) ICONIQ III GP may be deemed to beneficially own 1,049,587 shares of Class A Common Stock owned by the ICONIQ III Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(iv) ICONIQ III Parent GP may be deemed to beneficially own 1,049,587 shares of Class A Common Stock owned by the ICONIQ III Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(v) ICONIQ IV directly owns 647,454 shares of Class A Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(vi) ICONIQ IV-B directly owns 1,072,757 shares of Class A Common Stock, which represents approximately 0.8% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(vii) ICONIQ IV GP may be deemed to beneficially own 1,720,211 shares of Class A Common Stock owned by the ICONIQ IV Funds, which represents approximately 1.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(viii) ICONIQ IV Parent GP may be deemed to beneficially own 1,720,211 shares of Class A Common owned by the ICONIQ IV Funds, which represents approximately 1.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(ix) ICONIQ V directly owns 58,428 shares of Class A Common Stock, which represents less than 0.1% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(x) ICONIQ V-B directly owns 132,980 shares of Class A Common Stock, which represents approximately 0.1% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xi) ICONIQ V GP may be deemed to beneficially own 191,408 Class A Common Stock owned by the ICONIQ V Funds, which represents approximately 0.1% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xii) ICONIQ V Parent GP may be deemed to beneficially own 191,408 shares of Class A Common Stock owned by the ICONIQ V Funds, which represents approximately 0.1% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xiii) ICONIQ VI directly owns 429,104 shares of Class A Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xiv) ICONIQ VI-B directly owns 535,503 shares Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xv) ICONIQ VI GP may be deemed to beneficially own 964,607 shares of Class A Common Stock owned by the ICONIQ VI Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xvi) ICONIQ VI Parent GP may be deemed to beneficially own 964,607 shares of Class A Common Stock owned by the ICONIQ VI Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xvii) ICONIQ Investment Holdings directly owns 334,827 shares of Class A Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xviii) ICONIQ Capital may be deemed to beneficially own 1,198 shares of Common Stock held by Managed Accounts for which ICONIQ Capital serves as investment adviser, which represents less than 0.1% of the outstanding Class A Common Stock. In its capacity as investment adviser, ICONIQ Capital has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts.
(xvix) ICONIQ Capital Group may be deemed to beneficially own 1,198 shares of Class A Common Stock beneficially owned by ICONIQ Capital, which represents less than 0.1% of the outstanding Class A Common Stock.
(xx) ICONIQ Capital GP may be deemed to beneficially own 336,025 shares of Class A Common Stock beneficially owned by ICONIQ Investment Holdings and ICONIQ Capital, which represents approximately 0.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xxi) Makan may be deemed to beneficially own 5,317,201 shares of Class A Common Stock beneficially owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds, ICONIQ Investment Holdings, ICONIQ Capital and Makan, which represents approximately 3.8% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xxii) Griffith may be deemed to beneficially own 5,076,504 shares of Class A Common Stock owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Griffith, which represents approximately 3.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xxiii) Jacobson may be deemed to beneficially own 3,427,844 shares of Class A Common Stock owned by the ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Jacobson, which represents approximately 2.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
| |
| (b) | Percent of class: See Item 4(a) above. The percent of class was calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: ICONIQ III: 507,412 shares of Class A Common Stock
ICONIQ III-B: 542,175 shares of Class A Common Stock
ICONIQ III GP: 1,049,587 shares of Class A Common Stock
ICONIQ III Parent GP: 1,049,587 shares of Class A Common Stock
ICONIQ IV: 647,454 shares of Class A Common Stock
ICONIQ IV-B: 1,072,757 shares of Class A Common Stock
ICONIQ IV GP: 1,720,211 shares of Class A Common Stock
ICONIQ IV Parent GP: 1,720,211 shares of Class A Common Stock
ICONIQ V: 58,428 shares of Class A Common Stock
ICONIQ V-B: 132,980 shares of Class A Common Stock
ICONIQ V GP: 191,408 shares of Class A Common Stock
ICONIQ V Parent GP: 191,408 shares of Class A Common Stock
ICONIQ VI: 429,104 shares of Class A Common Stock
ICONIQ VI-B: 535,503 shares of Class A Common Stock
ICONIQ VI GP: 964,607 shares of Class A Common Stock
ICONIQ VI Parent GP: 964,607 shares of Class A Common Stock
ICONIQ Investment Holdings: 334,827 shares of Class A Common Stock
ICONIQ Capital: 1,198 shares of Class A Common Stock
ICONIQ Capital Group: 1,198 shares of Class A Common Stock
ICONIQ Capital GP: 336,025 shares of Class A Common Stock
Makan: 5,317,201 shares of Class A Common Stock
Griffith: 5,076,504 shares of Class A Common Stock
Jacobson: 3,427,844 shares of Class A Common Stock | ||
| (ii) Shared power to vote or to direct the
vote: Not applicable. | ||
| (iii) Sole power to dispose or to direct the
disposition of: ICONIQ III: 507,412 shares of Class A Common Stock
ICONIQ III-B: 542,175 shares of Class A Common Stock
ICONIQ III GP: 1,049,587 shares of Class A Common Stock
ICONIQ III Parent GP: 1,049,587 shares of Class A Common Stock
ICONIQ IV: 647,454 shares of Class A Common Stock
ICONIQ IV-B: 1,072,757 shares of Class A Common Stock
ICONIQ IV GP: 1,720,211 shares of Class A Common Stock
ICONIQ IV Parent GP: 1,720,211 shares of Class A Common Stock
ICONIQ V: 58,428 shares of Class A Common Stock
ICONIQ V-B: 132,980 shares of Class A Common Stock
ICONIQ V GP: 191,408 shares of Class A Common Stock
ICONIQ V Parent GP: 191,408 shares of Class A Common Stock
ICONIQ VI: 429,104 shares of Class A Common Stock
ICONIQ VI-B: 535,503 shares of Class A Common Stock
ICONIQ VI GP: 964,607 shares of Class A Common Stock
ICONIQ VI Parent GP: 964,607 shares of Class A Common Stock
ICONIQ Investment Holdings: 334,827 shares of Class A Common Stock
ICONIQ Capital: 1,198 shares of Class A Common Stock
ICONIQ Capital Group: 1,198 shares of Class A Common Stock
ICONIQ Capital GP: 336,025 shares of Class A Common Stock
Makan: 5,317,201 shares of Class A Common Stock
Griffith: 5,076,504 shares of Class A Common Stock
Jacobson: 3,427,844 shares of Class A Common Stock | ||
| (iv) Shared power to dispose or to direct the
disposition of: Not applicable. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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