GTLB GitLab Inc

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners III, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,056,994 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 1,056,994 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,056,994 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.8% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 1,056,994 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners III-B, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,129,411 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 1,129,411 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,129,411 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.8% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 1,129,411 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III-B, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners III GP, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,186,405 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 2,186,405 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,186,405 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 1.6% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 2,186,405 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners III TT GP, Ltd.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,186,405 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 2,186,405 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,186,405 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 1.6% (2)

 TYPE OF REPORTING PERSON

 CO

Represents 2,186,405 shares of Class A Common Stock held directly by ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners IV, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,348,719 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 1,348,719 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,348,719 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 1.0% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 1,348,719 of Class A Common Stock held directly by ICONIQ Strategic Partners IV, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners IV-B, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,234,674 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 2,234,674 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,234,674 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 1.6% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 2,234,674 shares of Class A Common held directly by ICONIQ Strategic Partners IV-B, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners IV GP, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 3,583,393 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 3,583,393 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,583,393 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 2.6% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 3,583,393 shares of Class A Common Stock held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners IV TT GP, Ltd.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 3,583,393 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 3,583,393 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,583,393 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 2.6% (2)

 TYPE OF REPORTING PERSON

 CO

Represents 3,583,393 shares of Class A Common held directly by ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners V, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 292,411 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 292,411 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 292,411 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.2% (3)

 TYPE OF REPORTING PERSON

 PN

Represents 292,411 shares of Common Stock consisting of (i) 146,206 shares of Class A Common Stock and (ii) 146,205 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 146,205 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners V-B, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 446,776 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 446,776 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 446,776 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.3% (3)

 TYPE OF REPORTING PERSON

 PN

Represents 446,776 shares of Common Stock consisting of (i) 223,388 shares of Class A Common Stock and (ii) 223,388 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 223,388 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners V GP, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 739,187 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 739,187 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 739,187 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.5% (3)

 TYPE OF REPORTING PERSON

 PN

Represents 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners V TT GP, Ltd.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 739,187 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 739,187 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 739,187 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.5% (3)

 TYPE OF REPORTING PERSON

 CO

Represents 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners VI, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 429,104 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 429,104 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 429,104 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.3% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 429,104 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners VI-B, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 535,503 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 535,503 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 535,503 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.4% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 535,503 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI-B, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners VI GP, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 964,607 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 964,607 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 964,607 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.7% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 964,607 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Strategic Partners VI TT GP, Ltd.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 964,607 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 964,607 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 964,607 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.7% (2)

 TYPE OF REPORTING PERSON

 CO

Represents 964,607 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Investment Holdings, LP

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 334,827 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 334,827 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 334,827 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.2% (2)

 TYPE OF REPORTING PERSON

 PN

Represents 334,827 shares of Class A Common Stock held directly by ICONIQ Investment Holdings, LP.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 ICONIQ Capital Group GP, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 334,827 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 334,827 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 334,827 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.2% (2)

 TYPE OF REPORTING PERSON

 OO

Represents 334,827 shares of Class A Common Stock held directly by ICONIQ Investment Holdings GP, LP. ICONIQ Capital Group, LLC is the general partner of ICONIQ Investment Holdings, LP and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP.

The percent of class was calculated based on 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024.

 NAMES OF REPORTING PERSONS

 Divesh Makan

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 8,743,169 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 8,743,169 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 8,743,169 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 6.4% (3)

 TYPE OF REPORTING PERSON

 IN

Represents (a) 934,750 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee, and (b) an aggregate of 7,808,419 shares of Common Stock consisting of (i) 7,438,826 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Investment Holdings, LP. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. ICONIQ Capital Group GP, LLC is the sole general partner of ICONIQ Investment Holdings, LP, and may be deemed to beneficially own the shares of stock held directly by ICONIQ Investment Holdings, LP. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd. Divesh Makan is the sole member of ICONIQ Capital Group GP, LLC.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 NAMES OF REPORTING PERSONS

 William J.G. Griffith

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 8,503,602 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 8,503,602 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 8,503,602 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 6.2% (3)

 TYPE OF REPORTING PERSON

 IN

Represents (a) 1,030,010 shares of Class A Common Stock held directly by William J.G. Griffith through a family trust of which he is a trustee and another estate planning trust having an independent trustee, and (b) an aggregate of 7,473,592 shares of Common Stock consisting of (i) 7,103,999 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 NAMES OF REPORTING PERSONS

 Matthew Jacobson

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 5,780,143 (1)(2)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 5,780,143 (1)(2)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 5,780,143 (1)(2)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 4.2% (3)

 TYPE OF REPORTING PERSON

 IN

Represents (a) 492,956 shares of Class A Common Stock held by Matthew Jacobson through a trust of which he is a trustee, and (b) an aggregate of 5,287,187 shares of Common Stock consisting of (i) 4,917,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P. and ICONIQ Strategic Partners IV-B, L.P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.

Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. 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 and upon the earlier of (i) ten years from the date of 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 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.

The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) 369,593 shares of the Issuer’s Class B Common Stock beneficially owned by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

Item 1.   

Issuer    

Item 2.   

(i)  ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III”).

(ii)   ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III-B”, and together with ICONIQ III, the “ICONIQ III Funds”).

(iii)   ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV”).

(iv)  ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV-B” and, together with ICONIQ IV, the “ICONIQ IV Funds”).

(v)    ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V”).

(vi)  ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V-B” and, together with ICONIQ V, the “ICONIQ V Funds”).

(vii)  ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership (“ICONIQ VI”).

(viii)   ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ VI-B” and, together with ICONIQ VI, the “ICONIQ VI Funds”).

(ix)  ICONIQ Investment Holdings, LP (“ICONIQ Investment”), a Delaware limited partnership.

(x)    ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III GP”), the sole general partner of the ICONIQ III Funds.

(xi)  ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ IV GP”), the sole general partner of the ICONIQ IV Funds.

(xii)  ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V GP”), the sole general partner of the ICONIQ V Funds.

(xiii)   ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ VI GP”), the sole general partner of the ICONIQ VI Funds.

(xiv) ICONIQ Capital Group GP, LLC, a Delaware limited liability company (“ICONIQ Investment GP”), the sole general partner of ICONIQ Investment.

(xv)   ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ III Parent GP”), the sole general partner of ICONIQ III GP.

(xvi) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ IV Parent GP”), the sole general partner of ICONIQ IV GP.

(xvii)  ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ V Parent GP”), the sole general partner of ICONIQ V GP.

(xviii)  ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ VI Parent GP”), the sole general partner of ICONIQ VI GP.

(xix) Divesh Makan, a citizen of the United States (“Makan”), the sole member of ICONIQ Investment GP.

(xx)   William J.G. Griffith, a citizen of the United States (“Griffith”), together with Makan, are the sole equity holders of ICONIQ III Parent GP.

(xxi) Matthew Jacobson, a citizen of the United States (“Jacobson”), together with Makan and Griffith, are the sole equity holders of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP.

The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105.

CUSIP Number:

37637K108

Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐   Broker or dealer registered under Section 15 of the Act;

☐   Bank as defined in Section 3(a)(6) of the Act;

☐   Insurance company as defined in Section 3(a)(19) of the Act;

☐   Investment company registered under Section 8 of the Investment Company Act of 1940;

☐   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   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;

☐   A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

☐   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.   Ownership.

(i)  ICONIQ III directly owns 1,056,994 shares of Class A Common Stock, which represents approximately 0.8% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(ii)   ICONIQ III-B directly owns 1,129,411 shares of Class A Common Stock, which represents approximately 0.8% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(iii)   ICONIQ III GP may be deemed to beneficially own 2,186,405 shares of Class A Common Stock owned by the ICONIQ III Funds, which represents approximately 1.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(iv)  ICONIQ III Parent GP may be deemed to beneficially own 2,186,405 shares of Class A Common Stock owned by the ICONIQ III Funds, which represents approximately 1.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(v)    ICONIQ IV directly owns 1,348,719 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(vi)  ICONIQ IV-B directly owns 2,234,674 shares of Class A Common Stock, which represents approximately 1.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(vii)  ICONIQ IV GP may be deemed to beneficially own 3,583,393 shares of Class A Common Stock owned by the ICONIQ IV Funds, which represents approximately 2.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(viii)   ICONIQ IV Parent GP may be deemed to beneficially own 3,583,393 shares of Class A Common owned by the ICONIQ IV Funds, which represents approximately 2.6% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(ix)  ICONIQ V directly owns 292,411 shares of Common Stock consisting of (i) 146,206 shares of Class A Common Stock and (ii) 146,205 shares of Class B Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(x)    ICONIQ V-B directly owns 446,776 shares of Common Stock consisting of (i) 223,388 shares of Class A Common Stock and (ii) 223,388 shares of Class B Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xi)  ICONIQ V GP may be deemed to beneficially own 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ V Funds, which represents approximately 0.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xii)  ICONIQ V Parent GP may be deemed to beneficially own 739,187 shares of Common Stock consisting of (i) 369,594 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ V Funds, which represents approximately 0.5% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xiii)   ICONIQ VI directly owns 429,104 shares of Class A Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xiv) ICONIQ VI-B directly owns 535,503 shares Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xv)   ICONIQ VI GP may be deemed to beneficially own 964,607 shares of Class A Common Stock owned by the ICONIQ VI Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xvi) ICONIQ VI Parent GP may be deemed to beneficially own 964,607 shares of Class A Common Stock owned by the ICONIQ VI Funds, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xvii)  ICONIQ Investment Holdings directly owns 334,827 shares of Class A Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xviii)  ICONIQ Investment Holdings GP may be deemed to beneficially own 334,827 shares of Class A Common Stock owned by ICONIQ Investment Holdings, which represents approximately 0.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xiv) Makan may be deemed to beneficially own 8,743,169 shares of Common Stock consisting of (i) 8,373,576 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds, ICONIQ Investment Holdings and Makan, which represents approximately 6.4% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xv)   Griffith may be deemed to beneficially own 8,503,602 shares of Common Stock consisting of (i) 8,134,009 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ III Funds, ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Griffith, which represents approximately 6.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(xvi) Jacobson may be deemed to beneficially own 5,780,143 shares of Common Stock consisting of (i) 5,410,550 shares of Class A Common Stock and (ii) 369,593 shares of Class B Common Stock, owned by the ICONIQ IV Funds, ICONIQ V Funds, ICONIQ VI Funds and Jacobson, which represents approximately 4.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. The percent of class was calculated based on (i) 136,500,000 shares of Class A Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on September 4, 2024, plus (ii) the shares of the Issuer’s Class B Common Stock held by the reporting person as of September 30, 2024, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

Reporting Person

ICONIQ III

ICONIQ III-B

ICONIQ III GP

ICONIQ III Parent GP

ICONIQ IV

ICONIQ IV-B

ICONIQ IV GP

ICONIQ IV Parent GP

ICONIQ V

ICONIQ V-B

ICONIQ V GP

ICONIQ V Parent GP

ICONIQ VI

ICONIQ VI-B

ICONIQ VI GP

ICONIQ VI Parent GP

ICONIQ Investment Holdings, LP

ICONIQ Capital Group GP, LLC

Makan

Griffith

Jacobson

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Kevin Foster

/s/ Divesh Makan

/s/ William J.G. Griffith

/s/ Matthew Jacobson