Griffith William J.G.'s Form 4/A amendment
AmendedGitlab Inc. (GTLB) ยท filed Feb 2, 2023
- Accession no.
- 0000899243-23-003521
- Filed
- Feb 2, 2023, 5:18 PM ET
- Trade date
- Dec 10-13, 2021
- Filing delay
- 419 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Dec 14, 2021
This filing lists 10 non-derivative transactions. Open-market purchases total $33.0M. It was filed 419 days after the trade.
This amendment replaces 0000899243-22-039544 (filed Dec 29, 2022).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Griffith William J.G.CIK 0001688124 | 10% Owner |
| Makan DiveshCIK 0001688143 | 10% Owner |
| ICONIQ Investment Holdings, LPCIK 0001889155 | 10% Owner |
| ICONIQ Capital Group GP, LLCCIK 0001889156 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +53,676 | $75.07F1 | +$4,029,441.22 | 53,676 | Direct | |
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +53,329 | $75.01 | +$4,000,074.97 | 53,329 | Indirect | |
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +10 | $74.88 | +$748.8 | 10 | Indirect | |
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +2,900 | $71.55F6 | +$207,495.87 | 2,910 | Indirect | |
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +8,030 | $72.61F7 | +$583,093.63 | 10,940 | Indirect | |
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +30,041 | $73.72F8 | +$2,214,757.7 | 40,981 | Indirect | |
| Dec 10, 2021 | Class A Common Stock | PPurchaseAcquired | +245,030 | $74.89F9 | +$18,350,639.74 | 286,011 | Indirect | |
| Dec 13, 2021 | Class A Common Stock | PPurchaseAcquired | +1,014 | $72.98F10 | +$73,999.59 | 287,025 | Indirect | |
| Dec 13, 2021 | Class A Common Stock | PPurchaseAcquired | +9,143 | $74.06F11 | +$677,126.01 | 296,168 | Indirect | |
| Dec 13, 2021 | Class A Common Stock | PPurchaseAcquired | +38,659 | $74.82F12 | +$2,892,419.99 | 334,827 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.85 to $75.25. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F2
The shares are held directly by Divesh Makan ("Makan") through a family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F3
The shares are held directly by William J.G. Griffith ("Griffith") through a family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F4
This transaction is being reported by Makan and Griffith. ICONIQ Investment Holdings, LP ("ICONIQ Investment") and ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") have filed a Form 3 reporting the shares purchased in this transaction.
- F5
Shares held by ICONIQ Investment. ICONIQ Investment GP is the general partner of ICONIQ Investment. Makan is the sole member of ICONIQ Investment GP. Griffith may have limited partner or other interests in the shares held by ICONIQ Investment.
- F6
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $71.01 to $72.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F7
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $72.10 to $72.99. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F8
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $73.03 to $74.02. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F9
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.04 to $75.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F10
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $72.50 to $73.36. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F11
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $73.50 to $74.48. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F12
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $74.49 to $75.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Referenced by the price of 1 transaction in Table I.
- F13
The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
- F14
The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
- F15
The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
- F16
The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
- F17
The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
- F18
The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
- F19
ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Makan and Griffith are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.
- F20
Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, ICONIQ Investment GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Remarks
This Amendment No. 2 on Form 4/A amends and restates the Form 4 originally filed on December 14, 2021 to include a row in Table I disclosing the purchase of 53,329 shares by one of the Reporting Persons (see further detail in footnote (3)) that was inadventently omitted from the original filing.