SEC Form 4 · accession 0001441816-18-000153
MongoDB, Inc. · MDB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Meagen Eisenberg
Officer — Chief Marketing Officer
Period of report
Dec 27, 2018
Accepted (ET)
Dec 28, 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 27, 2018 | C | 18,748 | $0.00 | A | 50,100 | D | |
| Class A Common StockF2 | Dec 27, 2018 | S | 18,748 | $80.10 | D | 31,352 | D | |
| Class A Common Stock | holding | — | — | — | 1,000 | I | By spouse |
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)F3 | $6.50 | Dec 27, 2018 | M | 18,748 | D | — | Apr 13, 2026 | Class B Common Stock | 18,748 | 109,377 | D |
| Class B Common StockF1 | — | Dec 27, 2018 | M | 18,748 | A | — | — | Class A Common Stock | 18,748 | 23,748 | D |
| Class B Common StockF1 | — | Dec 27, 2018 | C | 18,748 | D | — | — | Class A Common Stock | 18,748 | 5,000 | 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 price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $80.00 to $80.25, 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.
- F3All 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. The remaining shares underlying the option shall vest as to (i) 9,374 shares in four equal monthly installments beginning on January 13, 2019, and (ii) 100,003 shares in 24 equal monthly installments beginning on May 13, 2019, in each case, subject to the reporting person providing continuous service to the Issuer on each such date.