Sec Form 13G Filing - GV 2017, L.P. filing for GitLab Inc. (GTLB) - 2025-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of 4,405,465 shares of Class A Common Stock of GitLab Inc. (the "Issuer") held directly by GV 2017, L.P. (the "2017 Partnership"). The general partner of the 2017 Partnership is GV 2017 GP, L.P. ("2017 GP"). The general partner of 2017 GP is GV 2017 GP, L.L.C. ("2017 LLC"). The sole member of 2017 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. (Alphabet Inc., together with 2017 GP, 2017 LLC, Alphabet Holdings, and XXVI may be collectively referred to as the "2017 Partnership Affiliates"). Each of the 2017 Partnership Affiliates 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 "Exchange Act")) the securities directly beneficially owned by the 2017 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the Securities and Exchange Commission (the "SEC") on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of 4,405,465 shares of Class A Common Stock of the Issuer held directly by the 2017 Partnership. The general partner of the 2017 Partnership is 2017 GP. The general partner of 2017 GP is 2017 LLC. The sole member of 2017 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2017 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2017 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of 4,405,465 shares of Class A Common Stock of the Issuer held directly by the 2017 Partnership. The general partner of the 2017 Partnership is 2017 GP. The general partner of 2017 GP is 2017 LLC. The sole member of 2017 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2017 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2017 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of 1,685,773 shares of the Issuer's Class A Common Stock directly beneficially owned by GV 2021, L.P. (the "2021 Partnership"). The general partner of the 2021 Partnership is GV 2021 GP, L.P. ("2021 GP"). The general partner of 2021 GP is GV 2021 GP, L.L.C. ("2021 LLC"). The sole member of 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. (Alphabet Inc., together with 2021 GP, 2021 LLC, Alphabet Holdings, and XXVI may be referred to as the "2021 Partnership Affiliates"). Each of the 2021 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of 1,685,773 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2021 Partnership. The general partner of the 2021 Partnership is 2021 GP. The general partner of 2021 GP is 2021 LLC. The sole member of 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period en ded October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of 1,685,773 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2021 Partnership. The general partner of the 2021 Partnership is 2021 GP. The general partner of 2021 GP is 2021 LLC. The sole member of 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 Partnership Affiliates may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of: (i) 4,405,465 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2017 Partnership and (ii) 1,685,773 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2021 Partnership. As described more specifically in the footnotes to the tables set forth hereinabove, Alphabet Holdings may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of: (i) 4,405,465 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2017 Partnership and (ii) 1,685,773 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2021 Partnership. As described more specifically in the footnotes to the tables set forth hereinabove, XXVI may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G



Comment for Type of Reporting Person:  The number reported in Rows 6, 8, and 9 consists of: (i) 4,405,465 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2017 Partnership and (ii) 1,685,773 shares of the Issuer's Class A Common Stock directly beneficially owned by the 2021 Partnership. As described more speci fically in the footnotes to the tables set forth hereinabove, Alphabet Inc. may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership.The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 141,200,000 shares of the Issuer's Class A Common Stock outstanding as of November 25, 2024 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2024, filed on Form 10-Q with the SEC on December 6, 2024.


SCHEDULE 13G


 
GV 2017, L.P.
 
Signature:/s/ Inga Goldbard
Name/Title:Inga Goldbard/General Counsel of GV 2017 GP, L.L.C., the General Partner of GV 2017 GP, L.P., its General Partner
Date:02/13/2025
 
GV 2017 GP, L.P.
 
Signature:/s/ Inga Goldbard
Name/Title:Inga Goldbard/General Counsel of GV 2017 GP, L.L.C., its General Partner
Date:02/13/2025
 
GV 2017 GP, L.L.C.
 
Signature:/s/ Inga Goldbard
Name/Title:Inga Goldbard/ General Counsel
Date:02/13/2025
 
GV 2021, L.P.
 
Signature:/s/ Inga Goldbard
Name/Title:Inga Goldbard/General Counsel of GV 2021 GP, L.L.C., the General Partner of GV 2021 GP, L.P., its General Partner
Date:02/13/2025
 
GV 2021 GP, L.P.
 
Signature:/s/ Inga Goldbard
Name/Title:Inga Goldbard/General Counsel of GV 2021 GP, L.L.C., its General Partner
Date:02/13/2025
 
GV 2021 GP, L.L.C.
 
Signature:/s/ Inga Goldbard
Name/Title:Inga Goldbard/General Counsel
Date:02/13/2025
 
Alphabet Holdings LLC
 
Signature:/s/ Kathryn W. Hall
Name/Title:Kathryn W. Hall/Secretary
Date:02/13/2025
 
XXVI Holdings Inc.
 
Signature:/s/ Kathryn W. Hall
Name/Title:Kathryn W. Hall/Assistant Secretary
Date:02/13/2025
 
Alphabet Inc.
 
Signature:/s/ Kathryn W. Hall
Name/Title:Kathryn W. Hall/Assistant Secretary
Date:02/13/2025
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