Form 4: ICONIQ Strategic Partners III, L.P. Reports Conversion and Distribution of GitLab Inc. Class A Common Stock

ICONIQ Strategic Partners III, L.P. converted Class B Common Stock to Class A Common Stock and distributed shares to its limited partners.

Summary

• On March 6, 2024, ICONIQ Strategic Partners III, L.P. (ICONIQ III) converted 1,579,947 shares of GitLab Inc.'s Class B Common Stock into an equal number of Class A Common Stock shares.
• ICONIQ III then distributed 564,657 Class A Common Stock shares to its limited partners and ICONIQ Strategic Partners GP III, L.P. (ICONIQ III GP) pro rata.
• ICONIQ III GP further distributed these shares to its own partners pro rata.
• ICONIQ Strategic Partners III-B, L.P. (ICONIQ III-B) also converted 1,688,193 shares of Class B Common Stock into Class A Common Stock on the same date.
• ICONIQ III-B distributed 603,343 Class A Common Stock shares to its limited partners and ICONIQ III GP pro rata, who then distributed them to their partners.
• These distributions were made in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• The filing also details the beneficial ownership of Class A Common Stock by various ICONIQ Strategic Partners entities, including ICONIQ Strategic Partners IV, V, VI, and Investment Holdings, as well as Divesh Makan and William J.G. Griffith.
• Divesh Makan and William J.G. Griffith disclaim beneficial ownership of shares held by their family trusts, except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The document reflects standard operational activities within an investment firm, suggesting a neutral to slightly positive sentiment due to the routine nature of the transactions and compliance with regulations.

Positives

• The conversion and distribution of shares appear to be routine transactions within the ICONIQ Strategic Partners network.
• The transactions were conducted in compliance with relevant SEC regulations.

Industry Context

This filing reflects standard transactions related to stock ownership and distribution within investment partnerships, common in the venture capital and private equity industries.

Comparison to Industry Standards

• The conversion of Class B to Class A shares and subsequent distribution to limited partners is a common practice among venture capital and private equity firms.
• Similar transactions are frequently observed in filings from firms like Sequoia Capital, Andreessen Horowitz, and Accel Partners when their portfolio companies undergo corporate actions.
• The disclaimers of beneficial ownership by individuals like Divesh Makan and William J.G. Griffith are also standard practice to avoid undue reporting obligations under Section 16 of the Exchange Act.

Stakeholder Impact

• The conversion and distribution of shares may have a minor impact on the overall shareholder structure of GitLab Inc.

Key Dates