SEC Form 4 · accession 0001441816-18-000090
MongoDB, Inc. · MDB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Lawrence Gordon
Officer — Chief Financial Officer
Period of report
Sep 11, 2018
Accepted (ET)
Sep 13, 2018 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441816
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Sep 11, 2018 | C | 100,000 | $0.00 | A | 175,872 | D | |
| Class A Common StockF3 | Sep 11, 2018 | S | 15,810 | $82.31 | D | 160,062 | D | |
| Class A Common StockF4 | Sep 11, 2018 | S | 23,209 | $83.25 | D | 136,853 | D | |
| Class A Common StockF5 | Sep 11, 2018 | S | 43,897 | $84.14 | D | 92,956 | D | |
| Class A Common StockF6 | Sep 11, 2018 | S | 17,084 | $84.89 | D | 75,872 | D | |
| Class A Common Stock | holding | — | — | — | 1,000 | I | By spouse | |
| Class A Common Stock | holding | — | — | — | 1,000 | I | By child 1 | |
| Class A Common Stock | holding | — | — | — | 1,000 | I | By child 2 | |
| Class A Common Stock | holding | — | — | — | 1,000 | I | By child 3 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7 | $6.50 | Sep 11, 2018 | M | 50,000 | D | — | Jul 15, 2025 | Class B Common Stock | 50,000 | 358,859 | D |
| Class B Common StockF1 | — | Sep 11, 2018 | M | 50,000 | A | — | — | Class A Common Stock | 50,000 | 100,000 | D |
| Class B Common StockF1 | — | Sep 11, 2018 | C | 100,000 | D | — | — | Class A Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Each share of Class B Common Stock is convertible at any time at the option of the reporting person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation, and (ii) at such time as the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of the Issuer's capital stock outstanding.
- F2The transactions were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F3The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $81.75 to $82.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $82.75 to $83.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F5The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.75 to $84.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F6The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $84.75 to $85.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F7All shares underlying this option are immediately exercisable, subject to a repurchase right in the Issuer's favor which lapses in accordance with the option's vesting schedule. 263,263 shares are vested. The remaining shares shall continue to vest in equal monthly installments, subject to the reporting person providing continuous service to the Issuer on each such date.