Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
12 Novembre 2024 - 10:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
(Name of Issuer)
| Class A
Common Stock, par value $0.0000025 |
(Title of Class of Securities)
(CUSIP Number)
(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)
x 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 the disclosures provided in a prior cover page.
The information required in 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, as amended (“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 | Page 2 of 10 |
| 1. |
Name
of Reporting Person
Sytse Sijbrandij |
| 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
The Netherlands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
1,500,000 |
| 6. |
Shared
Voting Power
17,820,185 |
| 7. |
Sole
Dispositive Power
1,500,000 |
| 8. |
Shared
Dispositive Power
17,820,185 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
19,320,185(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent
of Class Represented by Amount in Row 9
12.4%(2) |
| 12. |
Type
of Reporting Person (see instructions)
IN |
| |
|
|
|
| (1) | The total reported in Row 9 consists of: (i) 1,500,000 stock
options exercisable for an equal number of shares of the Issuer’s Class B Common Stock, which Mr. Sijbrandij
is capable of acquiring within 60 days of September 30, 2024, and which are directly held by Mr. Sijbrandij;
(ii) 17,601,559 shares of the Issuer’s Class B Common Stock directly beneficially owned by the Sytse
Sijbrandij Revocable Trust dated February 21, 2019 (the “Trust”), of which Mr. Sijbrandij
is the trustee; and (iii) 218,626 shares of the Issuer’s Class B Common Stock directly
beneficially owned by Sijbrandij Foundation LLC (the “Foundation”), a non
profit public benefit corporation of which Mr. Sijbrandij and his wife serve on the board of directors. |
| (2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i), and based
on an aggregate total of 136,500,000 shares of the Issuer’s Class A Common Stock outstanding as of
August 19, 2024, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2024,
filed on Form 10-Q with the U.S. Securities and Exchange Commission (the “SEC”)
on September 4, 2024. |
| CUSIP No. 37637K108 | Page 3 of 10 |
| 1. |
Name
of Reporting Person
Sytse Sijbrandij Revocable Trust Dated February 21,
2019 |
| 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
California |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
17,601,559 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
17,601,559 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
17,601,559(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent
of Class Represented by Amount in Row 9
11.3%(2) |
| 12. |
Type
of Reporting Person (see instructions)
OO |
| |
|
|
|
| (1) | The total reported in Row 9 consists of 17,601,559 shares of
the Issuer’s Class B Common Stock directly beneficially owned by the Trust. |
| (2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i), and based
on an aggregate total of 136,500,000 shares of the Issuer’s Class A Common Stock outstanding as of
August 19, 2024, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2024,
filed on Form 10-Q with the SEC on September 4, 2024. |
| CUSIP No. 37637K108 | Page 4 of 10 |
| 1. |
Name
of Reporting Person
Sijbrandij Foundation 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 |
| 6. |
Shared
Voting Power
218,626 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
218,626 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
218,626 (1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent
of Class Represented by Amount in Row 9
0.1%(2) |
| 12. |
Type
of Reporting Person (see instructions)
OO |
| |
|
|
|
| (1) | The total reported in Row 9 consists of 218,626 shares of the
Issuer’s Class B Common Stock directly beneficially owned by the Foundation. |
| (2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i), and based
on an aggregate total of 136,500,000 shares of the Issuer’s Class A Common Stock outstanding as of
August 19, 2024, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2024,
filed on Form 10-Q with the SEC on September 4, 2024. |
| CUSIP No. 37637K108 | Page 5 of 10 |
This Amendment No. 4 amends
the statement on Schedule 13G that was initially filed by certain of the Reporting Persons (as defined in Item 2(a) below)
on February 11, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) and which was subsequently
amended on February 14, 2023, May 15, 2023, and February 12, 2024.
| 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 Person Filing. |
| |
|
Sytse
Sijbrandij (the “Mr. Sijbrandij”)
Sytse Sijbrandij Revocable Trust Dated February 21,
2019 (the “Trust”)
Sijbrandij Foundation LLC (the “Foundation”
and, together with Mr. Sijbrandij and the Trust, the “Reporting Persons”) |
| Item
2(b) |
|
Address of Principal
Business Office or, if none, Residence.
The address of the principal business office of Mr. Sijbrandij
is: |
| |
|
268
Bush Street, #350
San Francisco, CA 94104
The address of the principal business office of the
Trust and the Foundation is:
P.O. Box 7775, PMB #29439
San Francisco, CA 94120 |
| Item
2(c) |
|
Citizenship. |
| |
|
Mr. Sijbrandij
is a citizen of The Netherlands
The situs of the Trust is the state of California,
U.S.A.
The Foundation is organized in the state of Delaware,
U.S.A. |
| Item
2(d) |
|
Title
of Class of Securities.
Class A Common Stock, par value $0.0000025 |
| CUSIP No. 37637K108 | Page 6 of 10 |
| 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) |
¨ A
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| |
(k) |
¨ 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:________________________________. |
| | 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 statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As of September 30, 2024, the Reporting
Persons may be deemed to directly or indirectly beneficially own an aggregate total of 19,320,185 shares of the Issuer’s Class
A Common Stock.
| CUSIP No. 37637K108 | Page 7 of 10 |
As of September 30, 2024, Mr. Sijbrandij
was the direct beneficial owner of 1,500,000 of the securities described in the preceding paragraph, which consist of an aggregate 1,500,000
stock options (the “Options”), which were either vested as of, or capable of vesting within 60 days following,
September 30, 2024, or otherwise capable of being exercised for shares pursuant to an early exercise provision of the relevant stock
option award agreement with the Issuer. The Options are exercisable for an equal number of shares of the Issuer’s Class B Common
Stock and thereupon convertible on a one-for-one basis into Class A Common Stock.
As of September 30, 2024, the Trust
was the direct beneficial owner of 17,601,559 of the securities described in the second paragraph of this Item 4(a),
which securities consist of 17,601,559 shares of the Issuer’s Class B Common Stock directly held by the Trust, and which are convertible
into an equal number of shares of the Issuer’s Class A Common Stock. Mr. Sijbrandij is the sole trustee of the Trust. As such,
Mr. Sijbrandij may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the Trust.
As of September 30, 2024, the Foundation
was the direct beneficial owner of 218,626 of the securities described in the second paragraph of this Item 4(a),
which securities consist of 218,626 shares of the Issuer’s Class B Common Stock directly held by the Foundation, which are
convertible into an equal number of shares of the Issuer’s Class A Common Stock. Mr. Sijbrandij and his wife serve as
members of the Foundation’s board of directors and therefore may be deemed to exercise voting and investment discretion over securities
directly beneficially owned by the Foundation.
As of September 30, 2024, the Reporting
Persons were deemed to directly or indirectly beneficially own an aggregate total of 12.4% of the Issuer’s outstanding Class A
Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 1.0%, directly to Mr. Sijbrandij; (ii) 11.3%,
directly to the Trust and indirectly to Mr. Sijbrandij as its trustee; and (iii) 0.1% directly to the Foundation and indirectly
to Mr. Sijbrandij.
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 136,500,000
shares of the Issuer’s Class A Common Stock outstanding as of August 19, 2024, as reported by the Issuer in its Quarterly Report
for the period ended July 31, 2024, filed on Form 10-Q with the SEC on September 4, 2024.
| (c) | Number of shares as to which the person has: |
| i. | Sole
power to vote or to direct the vote: |
| Reporting
Person |
Number
of Shares |
| Mr. Sijbrandij |
1,500,000 |
| Trust |
0 |
| Foundation |
0 |
| CUSIP No. 37637K108 | Page 8 of 10 |
| ii. | Shared
power to vote or to direct the vote: |
| Reporting
Person |
Number
of Shares |
| Mr. Sijbrandij |
17,820,185 |
| Trust |
17,601,559 |
| Foundation |
218,626 |
| iii. | Sole
power to dispose or to direct the disposition of: |
| Reporting
Person |
Number
of Shares |
| Mr. Sijbrandij |
1,500,000 |
| Trust |
0 |
| Foundation |
0 |
| iv. | Shared
power to dispose or to direct the disposition of: |
| Reporting
Person |
Number
of Shares |
| Mr. Sijbrandij |
17,820,185 |
| Trust |
17,601,559 |
| Foundation |
218,626 |
| Item 5. | Ownership of 5 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 5 Percent on Behalf of
Another Person. |
| | Item
6 is not applicable. |
| CUSIP No. 37637K108 | Page 9 of 10 |
| 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 is not applicable. |
| CUSIP No. 37637K108 | Page 10 of 10 |
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.
|
Date: November 12,
2024 |
/s/ Sytse Sijbrandij |
| |
|
Sytse Sijbrandij |
| Date: November 12,
2024 | SYTSE
SIJBRANDIJ REVOCABLE TRUST DATED FEBRUARY 21, 2019 |
| | | |
|
| | | |
|
| | | By: |
/s/ Sytse Sijbrandij |
| | | Name: |
Sytse Sijbrandij |
| | | Title: |
Trustee |
| Date: November 12,
2024 | SIJBRANDIJ
FOUNDATION LLC |
| | | |
|
| | | |
|
| | | By: |
/s/ Sytse Sijbrandij |
| | | Name: |
Sytse Sijbrandij |
| | | Title: |
President |
Grafico Azioni GitLab (NASDAQ:GTLB)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni GitLab (NASDAQ:GTLB)
Storico
Da Nov 2023 a Nov 2024
