04/14/2025 | Press release | Distributed by Public on 04/14/2025 17:29
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | (3) | 04/10/2025 | A | 52,941(4) | (5) | (6) | Class A Common Stock | 52,941 | $ 0 | 52,941(4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROBINS BRIAN G C/O GITLAB INC. NOT APPLICABLE, DE |
Chief Financial Officer |
/s/ Robin Schulman, Attorney-in-Fact for Brian G. Robins | 04/14/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The RSUs will vest as to 1/16 of the total number of RSUs underlying the award on each Quarterly Vesting Date, commencing on June 15, 2025. "Quarterly Vesting Date" shall mean each of March 15, June 15, September 15 and December 15 in a calendar year. |
(2) | Includes shares of Class A Common Stock that have not yet vested. |
(3) | Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock, subject to the achievement of certain performance criteria and the reporting person's continued service to the Company on each applicable vesting date following such achievement. |
(4) | The number of PSUs in this column represents the number of shares of Class A Common Stock the reporting person will receive assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board of Directors for this award. |
(5) | Once the performance criteria have been achieved, 1/3 of the award will vest on the first Quarterly Vesting Date following certification, and the remainder of the award will vest in equal installments of 1/12 of the total number of shares underlying the award on Quarterly Vesting Dates thereafter. |
(6) | If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire. |