Sec Form 13G Filing - GV 2017 L.P. filing for Gitlab Inc. (GTLB) - 2023-03-24

 

1	NAME OF REPORTING PERSONS   Alphabet Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (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
		6	SHARED VOTING POWER   10,822,510 (1)
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   10,822,510 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,822,510 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   10.8%(2)
12	TYPE OF REPORTING PERSON   CO, HC

(1)

Consists of: (i) 8,888,776 shares of the Issuer’s Class B Common Stock directly beneficially owned by the 2017 Partnership and (ii) 1,933,734 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 Inc. may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the 2017 Partnership and the 2021 Partnership.

 

(2)

Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 91,200,000 shares of the Issuer’s Class A Common Stock outstanding as of November 25, 2022 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2022, filed with the SEC on Form 10-Q on December 6, 2022.

 

 

This Amendment No. 2 (this “Amendment”) amends the Statement (the “Statement”) on Schedule 13G initially filed by certain of the Reporting Persons (as defined in Item 2(a) below) on February 14, 2022 with the Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1, filed on February 10, 2023. This Amendment is being filed to report the Reporting Persons’ reliance, effective as of March 14, 2023 (the “Event Date”) on the exemption afforded by Rule 13d-1(c), promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Reporting Persons’ acquisition of an additional 2% or more of the Issuer’s (as defined in Item 1(a) below) registered class of securities, in the aggregate, within the trailing 12 month period preceding the Event Date.

 

Item 1(a).

Name of Issuer.

 

GitLab Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices.

 

268 Bush Street, #350

San Francisco, CA 94104

 

Item 2(a).

Name of Persons Filing.

 

GV 2017, L.P., a Delaware limited partnership (the “2017 Partnership”)

GV 2017 GP, L.P., a Delaware limited partnership (“2017 GP”)

GV 2017 GP, L.L.C., a Delaware limited liability company (“2017 LLC”)

GV 2021, L.P., a Delaware limited partnership (the “2021 Partnership”)

GV 2021 GP, L.P., a Delaware limited partnership (“2021 GP”)

GV 2021 GP, L.L.C., a Delaware limited liability company (“2021 LLC”)

Alphabet Holdings LLC, a Delaware limited liability company (“Alphabet Holdings”)

XXVI Holdings Inc., a Delaware corporation (“XXVI”), and

Alphabet Inc., a Delaware corporation (“Parent” and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2021 Partnership, 2021 GP, 2021 LLC, Alphabet Holdings, and XXVI, the “Reporting Persons”).

 

Item 2(b).

Address of Principal Business Office or, if none, Residence.

 

The address of the principal business office of each of the Reporting Persons is:

 

1600 Amphitheatre Parkway

Mountain View, CA 94043

 

Item 2(c).

Citizenship.

 

Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.

 

Item 2(d).

Title of Class of Securities.

 

Class A Common Stock, par value $0.0000025 per share

 

 

Item 2(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);
	(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)	o	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with §240.13d–1(b)(1)(ii)(K).
		If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:________________________________.

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

(a)

Amount Beneficially Owned:

 

Reference to “beneficial ownership” of securities for purposes of this Amendment shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Exchange Act.

 

As of the Event Date, which is the date as of which the Reporting Persons became obligated to file this Amendment, the Reporting Persons may be deemed to beneficially own an aggregate 10,822,510 shares of the Issuer’s Class A Common Stock.

 

As of the Event Date, the 2017 Partnership was the direct beneficial owner of 8,888,776 of the securities described in the preceding paragraph, which securities consist of an equal number of shares of the Issuer’s Class B Common Stock which may be converted into shares of the Issuer’s Class A Common Stock on a one-for-one basis at any time upon the election of the holder or automatically upon certain transfers, whether or not for valu e, or upon the occurrence of certain other events more specifically described in the Issuer’s Restated Certificate of Incorporation. 2017 GP is the general partner of the 2017 Partnership, and 2017 LLC is the general partner of 2017 GP. As such, 2017 GP and 2017 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2017 Partnership.

 

 

As of the Event Date, the 2021 Partnership was the direct beneficial owner of 1,933,734 shares of the Issuer’s Class A Common Stock described in the second paragraph of this Item 4(a). 2021 GP is the general partner of the 2021 Partnership, and 2021 LLC is the general partner of 2021 GP. As such, 2021 GP and 2021 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2021 Partnership.

 

Additionally, as of the Event Date: (i) Alphabet Holdings was the sole managing member of both 2017 LLC and 2021 LLC; (ii) XXVI was the sole managing member of Alphabet Holdings; and (iii) Parent was the controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each of Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer’s securities directly or indirectly beneficially owned by each of the other Reporting Persons, comprising an aggregate total of 10,822,510 shares of the Issuer’s capital stock.

 

Notwithstanding, the filing of the Statement, any amendments to the Statement, and/or this Amendment shall not be construed as an admission that: (i) the 2017 Partnership, 2017 GP and 2017 LLC (collectively, the “2017 Affiliates”), on the one hand, or (ii) the 2021 Partnership, 2021 GP and 2021 LLC (collectively, the “2021 Affiliates”), on the other hand, is or has been, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the direct or indirect beneficial owner of any of the Issuer’s securities reported herein as beneficially owned by the other. The 2017 Affiliates and the 2021 Affiliates (each, an “Affiliate Group”) expressly disclaim beneficial ownership of the securities beneficially owned by the other Affiliate Group.

 

(b)

Percent of Class:

 

As of the Event Date, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 10.8% of the Issuer’s outstanding Class A Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 8.9%, directly to the 2017 Partnership and indirectly to each of 2017 GP and 2017 LLC; (ii) 1.9%, directly to the 2021 Partnership and indirectly to each of 2021 GP and 2021 LLC; and (ii) 10.8%, indirectly to each of Alphabet Holdings, XXVI, and Parent.

 

The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 91,200,000 shares of the Issuer’s Class A Common Stock outstanding as of November 25, 2022 as reported by the Issuer in its Quarterly Report for the period ended October 31, 2022, filed with the SEC on Form 10-Q on December 6, 2022.

 

(c)

Number of shares as to which such person has:

 

(i)       Sole power to vote or to direct the vote:

 

Reporting Person		Number of Shares
2017 Partnership			0
2017 GP			0
2017 LLC			0
2021 Partnership			0
2021 GP			0
2021 LLC			0
Alphabet Holdings			0
XXVI			0
Parent			0

 

 

(ii)       Shared power to vote or to direct the vote:

 

Reporting Person		Number of Shares
2017 Partnership			8,888,776
2017 GP			8,888,776
2017 LLC			8,888,776
2021 Partnership			1,933,734
2021 GP			1,933,734
2021 LLC			1,933,734
Alphabet Holdings			10,822,510
XXVI			10,822,510
Parent			10,822,510

 

(iii)       Sole power to dispose or to direct the disposition of:

 

Reporting Person		Number of Shares
2017 Partnership			0
2017 GP			0
2017 LLC			0
2021 Partnership			0
2021 GP			0
2021 LLC			0
Alphabet Holdings			0
XXVI			0
Parent			0

 

(iv)       Shared power to dispose or to direct the disposition of:

 

Reporting Person		Number of Shares
2017 Partnership			8,888,776
2017 GP			8,888,776
2017 LLC			8,888,776
2021 Partnership			1,933,734
2021 GP			1,933,734
2021 LLC			1,933,734
Alphabet Holdings			10,822,510
XXVI			10,822,510
Parent			10,822,510

 

 

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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Under certain circumstances described more specifically in the respective: (i) limited partnership agreements of the 2017 Partnership, the 2021 Partnership, 2017 GP, and 2021 GP and (ii) limited liability company agreements of 2017 LLC and 2021 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer’s securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Item 7 is not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of a Group.

 

Item 9 is 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, other than activities solely in connection with a nomination under § 240.141-11.

 

 

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.

 

GV 2017, L.P.			GV 2021, L.P.
By:	GV 2017 GP, L.P., its General Partner		By:	GV 2021 GP, L.P., its General Partner
By:	GV 2017 GP, L.L.C., its General Partner		By:	GV 2021 GP, L.L.C., its General Partner

 

By:	/s/ Inga Goldbard		By:	/s/ Inga Goldbard
Name:	Inga Goldbard		Name:	Inga Goldbard
Title:	General Counsel		Title:	General Counsel
Dated:	March 24, 2023		Dated:	March 24, 2023

 

GV 2017 GP, L.P.			GV 2021 GP, L.P.
By:	GV 2017 GP, L.L.C., its General Partner		By:	GV 2021 GP, L.L.C., its General Partner

 

By:

/s/ Inga Goldbard

By:

/s/ Inga Goldbard

Name:	Inga Goldbard		Name:	Inga Goldbard
Title:	General Counsel		Title:	General Counsel
Dated:	March 24, 2023		Dated:	March 24, 2023

 

GV 2017 GP, L.L.C.			GV 2021 GP, L.L.C.
By:	/s/ Inga Goldbard		By:	/s/ Inga Goldbard

Name:	Inga Goldbard		Name:	Inga Goldbard
Title:	General Counsel		Title:	General Counsel
Dated:	March 24, 2023		Dated:	March 24, 2023

 

 

ALPHABET HOLDINGS LLC			XXVI HOLDINGS INC.
By:	/s/ Kathryn W. Hall		By:	/s/ Kathryn W. Hall
Name:	Kathryn W. Hall		Name:	Kathryn W. Hall
Title:	Secretary		Title:	Assistant Secretary
Dated:	March 24, 2023		Dated:	March 24, 2023
ALPHABET INC.
By:	/s/ Kathryn W. Hall
Name:	Kathryn W. Hall
Title:	Assistant Secretary
Dated:	March 24, 2023