SEC Form 4 · accession 0001441816-19-000006

MongoDB, Inc. · MDB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dev Ittycheria

Officer — President & CEO · Director

Period of report

Jan 2, 2019

Accepted (ET)

Jan 4, 2019 · 4:50 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
Class A Common Stock^F1	Jan 2, 2019	C	19,600	$0.00	A	156,377	D
Class A Common Stock^F3	Jan 2, 2019	S	13,599	$79.39	D	142,778	D
Class A Common Stock^F4	Jan 2, 2019	S	4,801	$80.07	D	137,977	D
Class A Common Stock^F5	Jan 2, 2019	S	1,200	$81.35	D	136,777	D
Class A Common Stock^F7	Jan 2, 2019	S	1,365	$81.36	D	135,412	D

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)^F8	$6.50	Jan 2, 2019	M	19,600	D	—	Sep 12, 2024	Class B Common Stock	19,600	1,578,181	D
Class B Common Stock^F1	—	Jan 2, 2019	M	19,600	A	—	—	Class A Common Stock	19,600	35,564	D
Class B Common Stock^F1	—	Jan 2, 2019	C	19,600	D	—	—	Class A Common Stock	19,600	15,964	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 $78.80 to $79.79, 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 $79.80 to $80.60, 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 $80.80 to $81.40, 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 transaction reported represents the sale of shares of Class A common stock to satisfy the reporting person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units. This sale is a non-discretionary "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
F7The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $79.89 to $81.40, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company 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.
F8Immediately exercisable and fully vested.