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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)*
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GITLAB INC. (Name of Issuer) |
Class A Common Stock, par value $0.0000025 (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Sytse Sijbrandij | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,285,851.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Sytse Sijbrandij Revocable Trust Dated February 21, 2019 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,785,851.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| 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 ("Mr. Sijbrandij")
Sytse Sijbrandij Revocable Trust Dated February 21, 2019 (the "Trust" and, together with Mr. Sijbrandij, 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 is:
2810 North Church Street
PMB #29439
Wilmington, DE 19802-4447
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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.
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| (d) | Title of class of securities:
Class A Common Stock, par value $0.0000025 | |
| (e) | CUSIP No.:
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| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| 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, 2026, the Reporting Persons may be deemed to directly or indirectly beneficially own an aggregate total of 14,285,851 shares of the Issuer's Class A Common Stock.
As of September 30, 2026, Mr. Sijbrandij was the direct beneficial owner of 1,500,000 of the securities described in the preceding paragraph, consisting of an aggregate 1,500,000 stock options, which are exercisable for shares of the Issuer's Class A Common Stock within 60 days of September 30, 2026.
As of September 30, 2026, the Trust was the direct beneficial owner of 12,785,851 of the shares of the Issuer's Class A Common Stock described in the second paragraph of this Item 4(a). 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. | |
| (b) | Percent of class:
As of September 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate total of 8.5% 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; and (ii) 7.6%, directly to the Trust and indirectly to Mr. Sijbrandij as its sole trustee.
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) under the Exchange Act, and based on an aggregate total of 166,600,000 shares of the Issuer's Class A Common Stock outstanding as of August 18, 2026, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2026 (the "Quarterly Report"), filed on Form 10-Q with the U.S. Securities and Exchange Commission on September 2, 2026, and after giving effect to the automatic down-conversion of all outstanding shares of the Issuer's Class B Common Stock, which occurred as of the close of business on August 21, 2026, as publicly disclosed in the Quarterly Report under Item 15 of the Notes to Condensed Consolidated Financial Statements. %
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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
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| (ii) Shared power to vote or to direct the vote:
Mr. Sijbrandij 12,785,851
Trust 12,785,851
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| (iii) Sole power to dispose or to direct the disposition of:
Mr. Sijbrandij 1,500,000
Trust 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Sijbrandij 12,785,851
Trust 12,785,851
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 |