SCHEDULE 13G/A: ICONIQ Entities and Principals Disclose Passive Stakes in Gitlab Class A Common Stock

Multiple ICONIQ Strategic Partners funds and their managing principals have filed an updated Schedule 13G, detailing their passive beneficial ownership of Gitlab Inc.'s Class A common stock as of December 31, 2024.

Summary

• ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. collectively beneficially own 1,049,587 shares, representing 0.7% of Gitlab's Class A Common Stock.
• ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. collectively beneficially own 1,720,211 shares, representing 1.2% of Gitlab's Class A Common Stock.
• ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. collectively beneficially own 191,408 shares, representing 0.1% of Gitlab's Class A Common Stock.
• ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. collectively beneficially own 964,607 shares, representing 0.7% of Gitlab's Class A Common Stock.
• ICONIQ Investment Holdings, LP directly owns 334,827 shares, representing 0.2% of Gitlab's Class A Common Stock.
• ICONIQ Capital, LLC and ICONIQ Capital Group, L.P. each beneficially own 1,198 shares through managed accounts, representing less than 0.1% of Gitlab's Class A Common Stock.
• ICONIQ Capital Group GP, LLC beneficially owns 336,025 shares, representing 0.2% of Gitlab's Class A Common Stock.
• Divesh Makan, through various affiliations and direct holdings, beneficially owns 5,317,201 shares, representing 3.8% of Gitlab's Class A Common Stock.
• William J.G. Griffith, through various affiliations and direct holdings, beneficially owns 5,076,504 shares, representing 3.6% of Gitlab's Class A Common Stock.
• Matthew Jacobson, through various affiliations and direct holdings, beneficially owns 3,427,844 shares, representing 2.4% of Gitlab's Class A Common Stock.
• All percentages are calculated based on 141,200,000 shares of Class A Common Stock outstanding as of November 25, 2024, as disclosed in Gitlab's Quarterly Report on Form 10-Q filed on December 6, 2024.

Sentiment

Score: 5

Explanation: The document is a neutral, factual disclosure of beneficial ownership, providing no positive or negative operational or financial news about Gitlab Inc. itself.

Future Outlook

This Schedule 13G filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance regarding Gitlab Inc.'s future performance or operations.

Industry Context

This filing is a routine disclosure of passive institutional ownership in a publicly traded software company. It reflects the ongoing investment activities of private equity and investment firms in the technology sector, specifically in companies like Gitlab that operate in the DevOps platform space. The reported stakes are below the 5% threshold that would typically indicate an activist position, suggesting a continued passive investment strategy by ICONIQ entities.

Related Party Transactions

• The filing details the hierarchical beneficial ownership structure within the ICONIQ group, where general partners and equity holders are deemed to beneficially own shares held by underlying funds. For example, Divesh Makan, William J.G. Griffith, and Matthew Jacobson are identified as equity holders or sole members of various general partners that control the ICONIQ Strategic Partners funds, leading to their aggregated beneficial ownership.

Stakeholder Impact

• Shareholders: Provides transparency regarding significant passive institutional ownership in Gitlab Inc., confirming the continued investment by ICONIQ entities.

Key Dates

Keywords

Gitlab Inc., Class A Common Stock, Beneficial Ownership, Schedule 13G, SEC Filing, Institutional Investor, ICONIQ Strategic Partners, Passive Investment, Equity Holdings