FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GV 2017 GP, L.L.C.
  2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [GTLB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1600 AMPHITHEATRE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
10/18/2021
(Street)

MOUNTAIN VIEW, CA 94043		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 10/18/2021   C   8,888,776     (1)   (1) Class A Common Stock 8,888,776 (1) 8,888,776 I By GV 2017, L.P. (2)
Series C Preferred Stock (3) 10/18/2021   C     8,374,040   (3)   (3) Class B Common Stock 8,374,040 (3) 0 I By GV 2017, L.P. (2)
Series D Preferred Stock (3) 10/18/2021   C     514,736   (3)   (3) Class B Common Stock 514,736 (3) 0 I By GV 2017, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GV 2017 GP, L.L.C.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043		     X    
GV 2017 GP, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043		     X    
GV 2017, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043		     X    
Alphabet Inc.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043		     X    

Signatures

 /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.L.C.   05/06/2022
**Signature of Reporting Person Date

 /s/ Inga Goldbard, General Counsel of GV 2017 GP, L.P.   05/06/2022
**Signature of Reporting Person Date

 /s/ Inga Goldbard, General Counsel of GV 2017, L.P.   05/06/2022
**Signature of Reporting Person Date

 /s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc.   05/06/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers, whether or not for value, as well as upon the earliest of: (i) the tenth anniversary of the date of the Issuer's initial public offering (the "IPO"); (ii) the death or disability of Sytse Sijbrandij; (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock of all classes then outstanding; and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Common Stock.
(2) The securities reported in this row are held directly held by GV 2017, L.P. (the "Partnership"). The general partner of the Partnership is GV 2017 GP, L.P. (the "GP"). The general partner of the GP is GV 2017 GP, L.L.C. ("GV 2017 LLC"). The sole managing member of GV 2017 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The sole controlling stockholder of XXVI is Alphabet Inc. Each of the GP, GV 2017 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(3) Each share of Series C Preferred Stock and Series D Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the IPO. Other than the aforementioned conversion, Series B Preferred Stock and Series C Preferred Stock have no expiration date.

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