| Item 1. | |
| (a) | Name of issuer:
Gitlab Inc. |
| (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") |
| (b) | Address or 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
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| (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.
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| (d) | Title of class of securities:
Class A Common Stock, par value $0.0000025 |
| (e) | CUSIP No.:
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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (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, 2025, the Reporting Persons may be deemed to directly or indirectly beneficially own an aggregate total of 17,669,743 shares of the Issuer's Class A Common Stock.
As of September 30, 2025, 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, 2025, 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, 2025, the Trust was the direct beneficial owner of 15,942,472 of the securities described in the second paragraph of this Item 4(a), which securities consist of 15,942,472 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, 2025, the Foundation was the direct beneficial owner of 227,271 of the securities described in the second paragraph of this Item 4(a), which securities consist of 227,271 shares of the Issuer's Class A Common Stock directly held by the Foundation. 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.
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| (b) | Percent of class:
As of September 30, 2025, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate total of 10.7% of the Issuer's outstanding Class A Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 0.9%, directly to Mr. Sijbrandij; (ii) 9.6%, 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 147,900,000 shares of the Issuer's Class A Common Stock outstanding as of August 20, 2025, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2025, filed on Form 10-Q with the SEC on September 4, 2025.
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Mr. Sijbrandij 1,500,000
Trust 0
Foundation 0
|
| | (ii) Shared power to vote or to direct the vote:
Mr. Sijbrandij 16,169,743
Trust 15,942,472
Foundation 227,271
|
| | (iii) Sole power to dispose or to direct the disposition of:
Mr. Sijbrandij 1,500,000
Trust 0
Foundation 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Mr. Sijbrandij 16,169,743
Trust 15,942,472
Foundation 227,271
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)