Sec Form 13G Filing - Technology Crossover Management X Ltd. filing for Gitlab Inc. (GTLB) - 2021-10-28

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1	NAMES OF REPORTING PERSONS
	Technology Crossover Management X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,841,967 shares of Class A Common Stock (A)
		6	SHARED VOTING POWER
			-0- shares of Class A Common Stock
		7	SOLE DISPOSITIVE POWER
			1,841,967 shares of Class A Common Stock (A)
		8	SHARED DISPOSITIVE POWER
			-0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,841,967 shares of Class A Common Stock (A)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.1% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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GitLab Inc. (the “Issuer”)

Corporation Service Company

251 Little Falls Drive

Wilmington, DE 19808

This statement is being filed by (1) Technology Crossover Management X, Ltd., a Cayman Islands exempted company (“Management X”), (2) Technology Crossover Management X, L.P, a Cayman Islands exempted limited partnership (“TCM X”), (3) TCV X, L.P., a Cayman Islands exempted limited partnership (“TCV X”), (4) TCV X (A), L.P., a Cayman Islands exempted limited partnership (“TCV X (A)”), (5) TCV X (B), L.P., a Cayman Islands exempted limited partnership (“TCV X (B)”), and (6) TCV X Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund X”). The foregoing entities are collectively referred to herein as the “Reporting Persons.”

The mailing address for each of the Reporting Persons is:

c/o TCV

250 Middlefield Road

Menlo Park, California 94025

Management X is a Cayman Islands exempted company. Each of TCM X, TCV X, TCV X (A), TCV X (B) and Member Fund X is a Cayman Islands exempted limited partnership.

Class A Common Stock, par value $0.0000025 per share (“Class A Common Stock”)

CUSIP Number: 37637K108

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On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:

 

* Less than 0.1%.

 

(1) The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 11,550,784 shares of Class A Common Stock outstanding after the Issuer’s initial public offering, as reported in the prospectus, dated October 13, 2021, as filed by the Issuer with the Securities and Exchange Commission on October 14, 2021 pursuant to Rule 424(b)(4) (the “Prospectus”), and assumes such Reporting Person’s conversion (but not the conversion of any other Reporting Person) of its Class B Common Stock into shares of Class A Common Stock pursuant to Rule 13d-3(d)(1)(i). Each share of Class B Common Stock will automatically be converted into one (1) share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) 10 years from the date of the Prospectus, (ii) the death or disability, as defined in our restated certificate of incorporation, of Sytse Sijbrandij, (iii) the first date following the completion of the initial public offering on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Common Stock.

 

(2) Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders, and each share of Class B Common Stock entitles the holder to 10 votes on each matter, including the election of the directors of the Issuer. The information shown in the table with respect to the percentage of voting power is based on 11,550,784 shares of Class A Common Stock and 131,464,037 shares of Class B Common Stock outstanding after the Issuer’s initial public offering, as reported in the Prospectus.

Each of TCV X, TCV X (A), TCV X (B) and Member Fund X (collectively, the “TCV Entities”) has the sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.

Management X, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of Class A Common Stock and Class B Common Stock. TCM X, as the direct general partner of TCV X, TCV X (A) and TCV X (B) (collectively, the “TCV X Funds”), may also be deemed to have sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock held by the TCV X Funds and have the sole power to direct the vote of such shares of Class A Common Stock and Class B Common Stock. Each of Management X and TCM X disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock owned by the  TCV Entities, except to the extent of their respective pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.

Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock owned beneficially or of record by any other Reporting Person.

Not applicable.

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.

See Item 4 above.

Not Applicable.

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: October 28, 2021