UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.0)*
Under the Securities Exchange Act of 1934
Gitlab Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0000025 per share
(Title of Class of Securities)
37637K108
(CUSIP Number)
Altimeter Capital Management, LP, One International Place, Suite 4610,
Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
X
Rule 13d-1(b)
?
Rule 13d-1(c)
?
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 37637K108
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Altimeter Capital Management, 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
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
611,206
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
611,206
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,206
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.67%
12.
TYPE OF REPORTING PERSON (see instructions)
IA, PN
CUSIP No. 37637K108
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Altimeter Capital Management General Partner, 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
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
611,206
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
611,206
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,206
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.67%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, HC
CUSIP No. 37637K108
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brad Gerstner
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
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
611,206
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
611,206
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,206
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.67%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 37637K108
13G
Page 5 of 8 Pages
Item 1.
(a)
Name of Issuer
Gitlab Inc. (the "Issuer")
(b)
Address of Issuer's Principal Executive Offices
268 Bush Street, #350, San Francisco, CA 94104
Item 2.
(a)
Name of Person Filing
This Amended Filing to the Schedule 13G (this "Amended Filing")
is being filed on behalf of Altimeter Capital
Management General Partner LLC (the "General Partner"), Altimeter
Capital Management, LP (the
"Investment Manager"), and Brad Gerstner, who are collectively
referred to as the "Reporting Persons." Mr.
Gerstner is the sole managing principal of the General Partner
and the Investment Manager. The General
Partner is the sole general partner of the Investment Manager,
which is the investment manager of the Fund.
The Reporting Persons have entered into a Joint Filing Agreement,
dated as of the date hereof, a copy of which
is filed with this Schedule 13G as Exhibit 1 (which is incorporated
herein by reference), pursuant to which the
Reporting Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k)
under the Act.
(b)
Address of the Principal Office or, if none, residence
The principal business office of the Reporting Persons with respect
to the shares reported hereunder is One
International Place, Suite 4610, Boston, MA 02110.
(c)
Citizenship
Each of the Investment Manager and the Fund are a Delaware limited partnership.
The General Partner is a
Delaware limited liability company. Mr. Gerstner is a United States citizen.
(d)
Title of Class of Securities
Class A Common Stock, par value $0.0000025 per share
(e)
CUSIP Number
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).
CUSIP No. 37637K108
13G
Page 6 of 8 Pages
(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)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The beneficial ownership of each Reporting Person of shares of Common Stock
("Common Stock") as of December
31, 2021 is as follows: each of the General Partner (as the general partner
of the Investment Manager) and the
Investment Manager (as the investment manager of the Fund) and Mr. Gerstner
(as the sole managing principal of
the General Partner and Investment Manager) beneficially owns 611,206 shares
of Common Stock, representing
approximately 0.67% of such class of security. All ownership percentages
of the securities reported herein are based
upon a total of 91,200,000 shares of Common Stock shares outstanding as of
December 31, 2022.
Some of the shares reported herein for the General Partner, the Investment
Manager and Mr. Gerstner represent
shares of Class A Common Stock and 611,206 Class B Common Stock beneficially
owned and held of record by the
Fund and several private funds (collectively, the "Altimeter Entities") for
which the Investment Manager serves as
the investment manager. The General Partner serves as the sole general partner
of the Investment Manager. Shares
reported herein for Mr. Gerstner represent shares of Class A Common Stock
either beneficially owned and held of
record by the Altimeter Entities or held directly. Mr. Gerstner is the sole
managing principal of the General Partner,
the Investment Manager and the Fund General Partner. Shares reported herein
for the Fund General Partner
represent shares of Class A Common Stock either beneficially owned and held
of record by the Fund or held
directly.
For the total amount of shares reported herein, 611,206 of such shares
represents shares of Class A Common Stock
and Class B Common Stock beneficially owned and held of record by one
of the Altimeter Entities.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the
issuer identified in Item 1.
CUSIP No. 37637K108
13G
Page 7 of 8 Pages
(a)
Amount beneficially owned:
Altimeter Capital Management General Partner LLC - 611,206 shares
Altimeter Capital Management, LP - 611,206 shares
Brad Gerstner - 611,206 shares
(b)
Percent of class:
Altimeter Capital Management General Partner LLC - 0.67%
Altimeter Capital Management, LP -0.67%
Brad Gerstner - 0.67%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
Altimeter Capital Management General Partner LLC -0-
Altimeter Capital Management, LP -0-
Brad Gerstner - -0-
(ii)
Shared power to vote or to direct the vote
Altimeter Capital Management General Partner LLC - 611,206 shares
Altimeter Capital Management, LP - 611,206 shares
Brad Gerstner - 611,206 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting persons, Altimeter Capital
Management, LP, Altimeter Capital Management General Partner LLC, and
Brad Gerstner have ceased to be the
beneficial owner of more than 5 percent of the class of securities,
check the following [X].
Item 6. Ownership of More than Five 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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
CUSIP No. 37637K108
13G
Page 8 of 8 Pages
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having
that purpose or effect.
Exhibits. Exhibit 99-1
Joint Filing Agreement, dated February 14, 2023, by and among the
Reporting Persons.
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.
February 14, 2023
ALTIMETER CAPITAL MANAGEMENT
GENERAL PARTNER LLC
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
ALTIMETER CAPITAL MANAGEMENT, LP
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually
EXHIBIT I
JOINT FILING AGREEMENT
This Joint Filing Agreement dated February 14 2023 is by and among
Altimeter Capital Management General
Partner LLC, a Delaware limited liability company, Altimeter Capital
Management, LP, a Delaware limited
partnership, and Brad Gerstner, an individual (the foregoing are
collectively referred to herein as the "Filers"). Each
of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on
Schedule 13G with respect to shares of Class A Common Stock of Gitlab, Inc.,
beneficially owned by them from
time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of
1934, as amended, the Filers hereby agree to file a single statement on
Schedule 13G (and any amendments thereto)
on behalf of each of such parties, and hereby further agree to file this J
oint Filing Agreement as an exhibit to such
statement, as required by such rule. This Joint Filing Agreement may be
terminated by any of the Filers upon one
week's prior written notice or such lesser period of notice as the
Filers may mutually agree.
Executed and delivered as of the date first above written.
ALTIMETER CAPITAL MANAGEMENT
GENERAL PARTNER LLC
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
ALTIMETER CAPITAL MANAGEMENT, LP
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually