SEC Form 4 · accession 0001441816-18-000139
MongoDB, Inc. · MDB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eliot Horowitz
Officer — Chief Technology Officer · Director
Period of report
Dec 3, 2018
Accepted (ET)
Dec 6, 2018 · 4:13 pm EST
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 | Dec 3, 2018 | C | 7,100 | $0.00 | A | 89,313 | D | |
| Class A Common StockF3 | Dec 3, 2018 | S | 2,900 | $84.18 | D | 86,413 | D | |
| Class A Common StockF4 | Dec 3, 2018 | S | 1,200 | $85.32 | D | 85,213 | D | |
| Class A Common StockF5 | Dec 3, 2018 | S | 3,000 | $86.02 | D | 82,213 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Dec 3, 2018 | C | 7,100 | D | — | — | Class A Common Stock | 7,100 | 1,459,463 | D |
| Class B Common StockF6,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 375,000 | 375,000 | I |
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 sales price. The shares were sold in multiple transactions at prices ranging from $83.67 to $84.63, 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 sales price. The shares were sold in multiple transactions at prices ranging from $84.77 to $85.67, 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 sales price. The shares were sold in multiple transactions at prices ranging from $85.80 to $86.39, 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.
- F6These shares are held by The ERH Family 2012 Trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.