Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Merline Saintil 10b5-1 Plan
On March 27, 2024 , Merline Saintil , a member of the Company’s board of directors , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Saintil Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The Saintil Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Saintil Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s Class A common stock, including upon the vesting and settlement of restricted stock units, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Saintil Rule 10b5-1 Plan, between June 26, 2024 and March 31, 2025. The aggregate number of shares of Class A common stock that will be available for sale under the Saintil Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock unit awards. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 2,511 , which reflects the aggregate maximum number of shares underlying Ms. Saintil’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.
The Saintil Rule 10b5-1 Plan includes a representation from Ms. Saintil to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Saintil Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Saintil Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Saintil Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Saintil was unaware, or with respect to any material nonpublic information acquired by Ms. Saintil or the Company after the date of the representation.
Karen Blasing 10b5-1 Plan
On March 26, 2024 , Karen Blasing , a member of the Company’s board of directors, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Blasing Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The Blasing Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Blasing Rule 10b5-1 Plan provides for the potential sale of up to 76,430 shares of the Company’s Class A common stock so long as in each case the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Blasing Rule 10b5-1 Plan, between June 25, 2024 and March 31, 2026. The aggregate number of shares of Class A common stock that will be available for sale under the Blasing
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Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the settlement of such already vested restricted stock unit awards and exercise and settlement of such stock options. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 76,430 , which reflects the aggregate maximum number of shares underlying Ms. Blasing’s restricted stock units and stock options which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.
The Blasing Rule 10b5-1 Plan includes a representation from Ms. Blasing to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Blasing Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Blasing Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Blasing Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Blasing was unaware, or with respect to any material nonpublic information acquired by Ms. Blasing or the Company after the date of the representation.
Erin Mannix New 10b5-1 Plan
On March 28, 2024 , Erin Mannix , the Company’s Chief Accounting Officer, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “New Mannix Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The New Mannix Rule 10b5-1 Plan will take effect on July 1, 2024 and on June 28, 2024 Ms. Mannix’s existing Rule 10b5-1 Plan will terminate according to its terms. The New Mannix Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The New Mannix Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s Class A common stock, including upon the vesting and settlement of restricted stock units, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the New Mannix Rule 10b5-1 Plan, between July 1, 2024 and March 24, 2025. The aggregate number of shares of Class A common stock that will be available for sale under the New Mannix Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock unit awards. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 17,797 , which reflects the aggregate maximum number of shares underlying Ms. Mannix’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.
The New Mannix Rule 10b5-1 Plan includes a representation from Ms. Mannix to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the New Mannix Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the New Mannix Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the New Mannix Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Mannix was unaware, or with respect to any material nonpublic information acquired by Ms. Mannix or the Company after the date of the representation.
Once executed, transactions under each of the Saintil Rule 10b5-1 Plan, the Blasing Rule 10b5-1 Plan and the New Mannix Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans
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that may be adopted by Ms. Saintil, Ms. Blasing, Ms. Mannix or other officers or directors of the Company.
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ITEM 6. EXHIBITS
Incorporated by Reference Filed or Furnished Herewith
Exhibit Number Description Form File Number Exhibit Filing Date
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). X
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the re gistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GITLAB INC.
Date: June 3, 2024
By: /s/ Sytse Sijbrandij
Name: Sytse Sijbrandij
Title: Chief Executive Officer
Date: June 3, 2024
By: /s/ Brian Robins
Name: Brian Robins
Title: Chief Financial Officer
Date: June 3, 2024
By: /s/ Erin Mannix
Name: Erin Mannix
Title: Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.