Gitlab Inc. - Major Shareholding Notification 2023

SC 13G/A 1 d439392dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Gitlab Inc.

(Name of Issuer)

Class A common stock, par value $0.0000025 per share

(Title of Class of Securities)

37637K108

(CUSIP Number)

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:

☐ 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 persons 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 (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 SCHEDULE 13G Page 2 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners II I , 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	SOLE VOTING POWER 6,060,530 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 6,060,530 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,060,530 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 6.4% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 6,060,530 shares of Common Stock consisting of (i) 3,030,265 shares of Class A Common Stock and (ii) 3,030,265 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P.

(2) Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Each share of Class B Common Stock is convertible into one share of the Issuers Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the date of the IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO 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 the Issuers 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.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 3,030,265 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 3 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners III-B, 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	SOLE VOTING POWER 6,475,751 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 6,475,751 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,475,751 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 6.9% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 6,475,751 shares of Common Stock consisting of (i) 3,237,876 shares of Class A Common Stock and (ii) 3,237,875 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III-B, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 3,237,875 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 4 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners III GP, 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	SOLE VOTING POWER 12,536,281 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 12,536,281 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,536,281 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 12.9% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 12,536,281 shares of Common Stock consisting of (i) 6,268,141 shares of Class A Common Stock and (ii) 6,268,140 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 6,268,140 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 5 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners III TT GP, Ltd.
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	SOLE VOTING POWER 12,536,281 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 12,536,281 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,536,281 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 12.9% (2)(3)(4)
12.	TYPE OF REPORTING
PERSON CO

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 6,268,140 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 6 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners IV, 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	SOLE VOTING POWER 1,382,283 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 1,382,283 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,382,283 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 1.5% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 1,382,283 shares of Common Stock consisting of (i) 691,142 shares of Class A Common Stock and (ii) 691,141 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 691,141 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 7 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners IV-B, 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	SOLE VOTING POWER 2,290,287 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 2,290,287 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,290,287 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 2.5% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 2,290,287 shares of Common Stock consisting of (i) 1,145,144 shares of Class A Common Stock and (ii) 1,145,143 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV-B, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 1,145,143 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 8 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners IV GP, 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	SOLE VOTING POWER 3,672,570 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 3,672,570 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,672,570 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 3.9% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 3,672,570 shares of Common Stock consisting of (i) 1,836,286 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 1,836,284 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 9 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners IV TT GP, Ltd.
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	SOLE VOTING POWER 3,672,570 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 3,672,570 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,672,570 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 3.9% (3)
12.	TYPE OF REPORTING
PERSON CO

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 1,836,284 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 10 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners V, 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	SOLE VOTING POWER 292,411 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 292,411 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 292,411 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.3% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 292,411 shares of Common Stock consisting of (i) 146,206 shares of Class A Common Stock and (ii) 146,205 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 146,205 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 11 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners V-B, 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	SOLE VOTING POWER 446,776 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 446,776 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,776 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.5% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 446,776 shares of Common Stock consisting of (i) 223,388 shares of Class A Common Stock and (ii) 223,388 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V-B, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 223,388 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 12 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners V GP, 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	SOLE VOTING POWER 739,187 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 739,187 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 739,187 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.8% (3)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 369,593 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 13 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners V TT GP, Ltd.
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	SOLE VOTING POWER 739,187 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 739,187 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 739,187 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.8% (3)
12.	TYPE OF REPORTING
PERSON CO

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 369,593 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 14 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners VI, 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	SOLE VOTING POWER 429,104 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 429,104 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,104 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.5% (2)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 429,104 shares of Common Stock consisting of (i) 429,104 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI, L.P.

(2) The percent of class was calculated based on 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022.

CUSIP No. 37637K108 SCHEDULE 13G Page 15 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners VI-B, 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	SOLE VOTING POWER 535,503 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 535,503 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,503 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.6% (2)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 535,503 shares of Common Stock consisting of (i) 535,503 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI-B, L.P.

CUSIP No. 37637K108 SCHEDULE 13G Page 16 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners VI GP, 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	SOLE VOTING POWER 964,607 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 964,607 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 964,607 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 1.1% (2)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 964,607 shares of Common Stock consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P.

CUSIP No. 37637K108 SCHEDULE 13G Page 17 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Strategic Partners VI TT GP, Ltd.
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	SOLE VOTING POWER 964,607 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 964,607 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 964,607 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 1.1% (2)
12.	TYPE OF REPORTING
PERSON CO

CUSIP No. 37637K108 SCHEDULE 13G Page 18 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Investment Holdings, LP
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	SOLE VOTING POWER 334,827 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 334,827 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,827 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.4% (2)
12.	TYPE OF REPORTING
PERSON PN

(1) Represents 334,827 shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Investment Holdings, LP.

CUSIP No. 37637K108 SCHEDULE 13G Page 19 of 32 Pages

1.	NAMES OF REPORTING PERSONS ICONIQ Capital Group, LLC
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	SOLE VOTING POWER 334,827 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 334,827 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,827 (1)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.4% (2)
12.	TYPE OF REPORTING
PERSON OO

(1) Represents 334,827 shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock held directly by ICONIQ Investment Holdings, LP. ICONIQ Capital Group, LLC is the general partner of ICONIQ Investment Holdings, LP and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP.

CUSIP No. 37637K108 SCHEDULE 13G Page 20 of 32 Pages

1.	NAMES OF REPORTING PERSONS Divesh Makan
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 18,247,472 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 18,247,472 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,247,472 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 18.3% (3)
12.	TYPE OF REPORTING
PERSON IN

(1) Represents 18,247,472 shares of Common Stock consisting of (i) 9,773,455 shares of Class A Common Stock and (ii) 8,474,017 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Investment Holdings, LP. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. ICONIQ Capital Group, LLC is the sole general partner of ICONIQ Investment Holdings, LP, and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd. Divesh Makan is the sole member of ICONIQ Capital Group, LLC.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 8,474,017 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 21 of 32 Pages

1.	NAMES OF REPORTING PERSONS William J.G. Griffith
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 17,965,974 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 17,965,974 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,965,974 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 18.0% (3)
12.	TYPE OF REPORTING
PERSON IN

(1) Represents (a) 53,329 shares of Class A Common Stock held directly by William J.G. Griffith through a trust of which he is a trustee and another estate planning trust having an independent trustee, and (b) 17,912,645 shares of Common Stock consisting of (i) 9,438,628 shares of Class A Common Stock and (ii) 8,474,017 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 8,474,017 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 22 of 32 Pages

1.	NAMES OF REPORTING PERSONS Matthew Jacobson
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 5,376,364 (1)(2)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 5,376,364 (1)(2)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,376,364 (1)(2)
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 5.8% (3)
12.	TYPE OF REPORTING
PERSON IN

(1) Represents 5,376,364 shares of Common Stock consisting of (i) 3,170,487 shares of Class A Common Stock and (ii) 2,205,877 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.

(3) The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) 2,205,877 shares of the Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

CUSIP No. 37637K108 SCHEDULE 13G Page 23 of 32 Pages

Item 1.	Issuer
(a)	Name of Issuer:
	Gitlab, Inc. (the Issuer )
(b)	Address of Issuers Principal Executive Offices:
	Not applicable
Item 2.	Filing Person
(a) (c)	Name of Persons Filing; Address; Citizenship:
	(i) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited
partnership ( ICONIQ III ). (ii) ICONIQ Strategic Partners III-B, L.P., a Cayman
Islands exempted limited partnership ( ICONIQ III-B , and together with ICONIQ III, the ICONIQ III Funds ). (iii) ICONIQ Strategic
Partners IV, L.P., a Cayman Islands exempted limited partnership ( ICONIQ IV ). (iv) ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands
exempted limited partnership ( ICONIQ IV-B and, together with ICONIQ IV, the ICONIQ IV Funds ). (v) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership
( ICONIQ V ). (vi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands
exempted limited partnership ( ICONIQ V-B and, together with ICONIQ V, the ICONIQ V Funds ). (vii) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ( ICONIQ
VI ). (viii) ICONIQ Strategic Partners VI-B, L.P., a Cayman
Islands exempted limited partnership ( ICONIQ VI-B and, together with ICONIQ VI, the ICONIQ VI Funds ). (ix) ICONIQ Investment Holdings, LP
( ICONIQ Investment ), a Delaware limited partnership. (x) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership
( ICONIQ III GP ), the sole general partner of the ICONIQ III Funds. (xi) ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership
( ICONIQ IV GP ), the sole general partner of the ICONIQ IV Funds. (xii) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership
( ICONIQ V GP ), the sole general partner of the ICONIQ V Funds. (xiii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership
( ICONIQ VI GP ), the sole general partner of the ICONIQ VI Funds. (xiv) ICONIQ Capital Group GP, LLC, a Delaware limited liability company ( ICONIQ Investment
GP ), the sole general partner of ICONIQ Investment. (xv) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company ( ICONIQ
III Parent GP ), the sole general partner of ICONIQ III GP. (xvi) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company ( ICONIQ IV Parent
GP ), the sole general partner of ICONIQ IV GP. (xvii) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company ( ICONIQ V
Parent GP ), the sole general partner of ICONIQ V GP. (xviii) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ( ICONIQ VI
Parent GP ), the sole general partner of ICONIQ VI GP. (xix) Divesh Makan, a citizen of the United States ( Makan ), the sole member of ICONIQ
Investment GP. (xx) William J.G. Griffith, a citizen of the United States ( Griffith ), together
with Makan, are the sole equity holders of ICONIQ III Parent GP.

CUSIP No. 37637K108 SCHEDULE 13G Page 24 of 32 Pages

| | (d) | (xxi) Matthew Jacobson, a citizen of the United States ( Jacobson ),
together with Makan and Griffith, are the sole equity holders of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA
94111. — Title of Class of Securities: |
| --- | --- | --- |
| | | Class A common stock, par value $0.0000025 per share ( Class A
Common Stock ) |
| | (e) | CUSIP Number: 37637K108 |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
| | (a) | ☐ Broker or dealer registered under Section 15 of the
Act; |
| | (b) | ☐ Bank as defined in Section 3(a)(6) of the
Act; |
| | (c) | ☐ Insurance company as defined in Section 3(a)(19) of the
Act; |
| | (d) | ☐ Investment company registered under Section 8 of the
Investment Company Act of 1940; |
| | (e) | ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| | (f) | ☐ An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F); |
| | (g) | ☐ A parent holding company or control person in accordance with
Rule 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; |
| | (j) | ☐ A non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| | (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: |
| | | 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. | |
| | (a) and (b) | Amount beneficially owned: |
| | | (i) ICONIQ III directly owns 6,060,530 shares of Common Stock consisting of (i)
3,030,265 shares of Class A Common Stock and (ii) 3,030,265 shares of Class B Common Stock, which represents approximately 6.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| | | (ii) ICONIQ III-B directly owns
6,475,751 shares of Common Stock consisting of (i) 3,237,876 shares of Class A Common Stock and (ii) 3,237,875 shares of Class B Common Stock, which represents approximately 6.9% of the outstanding Class A Common Stock as calculated
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| | | (iii) ICONIQ III GP may be deemed to beneficially own 12,536,281 shares of
Common Stock consisting of (i) 6,268,141 shares of Class A Common Stock and (ii) 6,268,140 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 12.9% of the outstanding Class A Common Stock as
calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |

CUSIP No. 37637K108 SCHEDULE 13G Page 25 of 32 Pages

| (iv) ICONIQ III Parent GP may be deemed to beneficially own 12,536,281 shares of
Common Stock consisting of (i) 6,268,141 shares of Class A Common Stock and (ii) 6,268,140 shares of Class B Common Stock, owned by the ICONIQ III Funds, which represents approximately 12.9% of the outstanding Class A Common Stock as
calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| --- |
| (v) ICONIQ IV directly owns 1,382,283 shares of Common Stock consisting
of (i) 691,142 shares of Class A Common Stock and (ii) 691,141 shares of Class B Common Stock, which represents approximately 1.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (vi) ICONIQ IV-B directly owns 2,290,287
shares of Common Stock consisting of (i) 1,145,144 shares of Class A Common Stock and (ii) 1,145,143 shares of Class B Common Stock, which represents approximately 2.5% of the outstanding Class A Common Stock as calculated pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934. |
| (vii) ICONIQ IV GP may be deemed to beneficially own 3,672,570 shares of Common Stock
consisting of (i) 1,836,286 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 3.9% of the outstanding Class A Common Stock as calculated
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (viii) ICONIQ IV Parent GP may be deemed to beneficially own 3,672,570 shares
of Common Stock consisting of (i) 1,836,286 shares of Class A Common Stock and (ii) 1,836,284 shares of Class B Common Stock, owned by the ICONIQ IV Funds, which represents approximately 3.9% of the outstanding Class A Common Stock as
calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (ix) ICONIQ V directly owns 292,411 shares of Common Stock consisting of (i) 146,206
shares of Class A Common Stock and (ii) 146,205 shares of Class B Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (x) ICONIQ V-B directly owns
446,776 shares of Common Stock consisting of (i) 223,388 shares of Class A Common Stock and (ii) 223,388 shares of Class B Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock as calculated
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (xi) ICONIQ V GP may be deemed to beneficially own 739,187 shares of Common Stock
consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ V Funds, which represents approximately 0.8% of the outstanding Class A Common Stock as calculated pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (xii) ICONIQ V Parent GP may be deemed to beneficially own 739,187 shares of Common
Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ V Funds, which represents approximately 0.8% of the outstanding Class A Common Stock as calculated
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (xiii) ICONIQ VI directly owns 429,104 shares of Common Stock consisting of
(i) 429,104 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (xiv) ICONIQ VI-B directly owns 535,503 shares of
Common Stock consisting of (i) 535,503 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (xv) ICONIQ VI GP may be deemed to beneficially own 964,607 shares of Common
Stock consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ VI Funds, which represents approximately 1.1% of the outstanding Class A Common Stock as calculated pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934. |

CUSIP No. 37637K108 SCHEDULE 13G Page 26 of 32 Pages

| | (xvi) ICONIQ VI Parent GP may be deemed to beneficially own 964,607 shares of Common Stock
consisting of (i) 964,607 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by the ICONIQ VI Funds, which represents approximately 1.1% of the outstanding Class A Common Stock as calculated pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934. |
| --- | --- |
| | (xvii) ICONIQ Investment Holdings directly owns 334,827 shares of Common Stock
consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| | (xviii) ICONIQ Investment Holdings GP may be deemed to beneficially own 334,827
shares of Common Stock consisting of (i) 334,827 shares of Class A Common Stock and (ii) 0 shares of Class B Common Stock, owned by ICONIQ Investment Holdings, which represents approximately 0.4% of the outstanding Class A Common
Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| | (xiv) Makan may be deemed to beneficially own 18,247,472 shares of Common Stock consisting
of (i) 9,773,455 shares of Class A Common Stock and (ii) 8,474,017 shares of Class B Common Stock, owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and ICONIQ Investment Holdings, which represents
approximately 18.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| | (xv) Griffith may be deemed to beneficially own 17,965,974 shares of Common
Stock consisting of (i) 9,491,957 shares of Class A Common Stock and (ii) 8,474,017 shares of Class B Common Stock, owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Griffith, which represents
approximately 18.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| | (xvi) Jacobson may be deemed to beneficially own 5,376,364 shares of Common Stock consisting
of (i) 3,170,487 shares of Class A Common Stock and (ii) 2,205,877 shares of Class B Common Stock, owned by the ICONIQ IV Funds, ICONIQ V Funds and ICONIQ VI Funds, which represents approximately 5.8% of the outstanding Class A Common
Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. The percent of class was calculated based on (i) 91,200,000 shares of Class A Common Stock outstanding as of
November 25, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 6, 2022, plus (ii) the shares of the
Issuers Class B Common Stock held by the reporting person as of December 31, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting persons beneficial ownership
percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (c) | Number of shares as to which such person has: |

Reporting Person	Number of Class A Common Stock — (i)	(iii)
ICONIQ III	6,060,530	6,060,530
ICONIQ III-B	6,475,751	6,475,751
ICONIQ III GP	12,536,281	12,536,281
ICONIQ III Parent GP	12,536,281	12,536,281
ICONIQ IV	1,382,283	1,382,283
ICONIQ IV-B	2,290,287	2,290,287
ICONIQ IV GP	3,672,570	3,672,570
ICONIQ IV Parent GP	3,672,570	3,672,570
ICONIQ V	292,411	292,411
ICONIQ V-B	446,776	446,776
ICONIQ V GP	739,187	739,187
ICONIQ V Parent GP	739,187	739,187

CUSIP No. 37637K108 SCHEDULE 13G Page 27 of 32 Pages

ICONIQ VI	429,104	429,104
ICONIQ VI-B	535,503	535,503
ICONIQ VI GP	964,607	964,607
ICONIQ VI Parent GP	964,607	964,607
ICONIQ Investment Holdings, LP	334,827	334,827
ICONIQ Capital Group GP, LLC	334,827	334,827
Makan	18,247,472	18,247,472
Griffith	17,965,974	17,965,974
Jacobson	5,376,364	5,376,364

	(i) Sole power to vote or direct the vote (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of (iv) Shared power to dispose or to direct the disposition of
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 have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. ☐
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 or
Control Person. Not applicable.
Item 8.	Identification and Classification of Members of the Group. The Reporting Persons expressly disclaim membership in a group as used in
Rule 13d-5(b)(1)..
Item 9.	Notice of Dissolution of Group. Not applicable.
Item 10.	Certification. Not applicable.

CUSIP No. 37637K108 SCHEDULE 13G Page 28 of 32 Pages

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: February 14, 2023

ICONIQ Strategic Partners III, L.P., a Cayman
Islands exempted limited partnership
By:	ICONIQ Strategic Partners III GP, L.P., a
	Cayman Islands Exempted limited partner, its General Partner
By:	ICONIQ Strategic Partners III TT GP, Ltd, a
	Cayman Islands exempted company, its General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners III-B, L.P., a Cayman
Islands exempted limited partnership
By:	ICONIQ Strategic Partners III GP, L.P., a
	Cayman Islands exempted limited partnership, its General Partner
By:	ICONIQ Strategic Partners III TT GP, Ltd., a
	Cayman Islands exempted company, its
	General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners IV, L.P., a Cayman
Islands exempted limited partnership
By:	ICONIQ Strategic Partners IV GP, L.P., a
	Cayman Islands exempted limited partnership, its General Partner
By:	ICONIQ Strategic Partners IV TT GP, Ltd., a
	Cayman Islands exempted company, its
	General Partner

CUSIP No. 37637K108 SCHEDULE 13G Page 29 of 32 Pages

By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners IV-B, L.P., a
Cayman Islands exempted limited partnership
By:	ICONIQ Strategic Partners IV GP, L.P., a
	Cayman Islands exempted limited partnership, its General Partner
By:	ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its
	General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners V, L.P., a Cayman
Islands exempted limited partnership
By:	ICONIQ Strategic Partners V GP, L.P., a
	Cayman Islands exempted limited partnership,its General Partner
By:	ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its
	General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners V-B, L.P., a
Cayman Islands exempted limited partnership
By:	ICONIQ Strategic Partners V GP, L.P., a
	Cayman Islands exempted limited partnership, its General Partner
By:	ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its
	General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person

CUSIP No. 37637K108 SCHEDULE 13G Page 30 of 32 Pages

ICONIQ Strategic Partners VI, L.P., a Cayman
Islands exempted limited partnership
By: ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership,its General
Partner
By: ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner
Kevin Foster
Title:	Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners VI-B, L.P., a
Cayman Islands exempted limited partnership
By: ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership, its General Partner
By: ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner
By:	Kevin Foster
Title:	Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners III GP, L.P., a
Cayman Islands exempted limited partnership
By:	ICONIQ Strategic Partners III TT GP, Ltd., a
	Cayman Islands exempted company, its
	General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners III TT GP, Ltd., a
Cayman Islands exempted company
By:	Kevin Foster
Title: Authorized
Person

CUSIP No. 37637K108 SCHEDULE 13G Page 31 of 32 Pages

/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners IV GP, L.P., a
Cayman Islands exempted limited partnership
By:	ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners IV TT GP, Ltd., a
Cayman Islands exempted company
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners V GP, L.P., a
Cayman Islands exempted limited partnership
By:	ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners V TT GP, Ltd., a
Cayman Islands exempted company
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners VI GP, L.P., a
Cayman Islands exempted limited partnership

CUSIP No. 37637K108 SCHEDULE 13G Page 32 of 32 Pages

By:	ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Strategic Partners VI TT GP, Ltd., a
Cayman Islands exempted company
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Investment Holdings, LP, a Delaware limited partnership
By:	ICONIQ Capital Group GP, LLC, a Delaware limited liability company, its general partner
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
ICONIQ Capital Group GP, LLC, a
Delaware limited liability company
By:	Kevin Foster
Title: Authorized Person
/s/ Kevin Foster
	Signature of Reporting Person
Divesh Makan
/s/ Divesh Makan
	Signature of Reporting Person
William J.G. Griffith
/s/ William J.G. Griffith
	Signature of Reporting Person
Matthew Jacobson
/s/ Matthew Jacobson
	Signature of Reporting Person

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