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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McMahon John Dennis
(Last) (First) (Middle)
C/O MONGODB, INC.
1633 BROADWAY, 38TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/11/2020 J(1) V 10,750 A $0 40,621 D
Class A Common Stock 06/24/2020 M 5,000 A $7.16 45,621 D
Class A Common Stock 06/24/2020 S 5,000 D $217.1(2) 40,621 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 06/11/2020 J(1) V 10,750 (1) (1) Class A Common Stock 10,750 (1) 0 D
Stock Option (Right to Buy) $7.16 06/11/2020 J(3) V 50,000 (4) 10/05/2026 Class B Common Stock 50,000 $0 0 D
Stock Option (Right to Buy) $7.16 06/11/2020 J(3) V 50,000 (4) 10/05/2026 Class A Common Stock 50,000 $0 50,000 D
Stock Option (Right to Buy) $7.16 06/24/2020 M 5,000 (4) 10/05/2026 Class A Common Stock 5,000 $0 45,000 D
Explanation of Responses:
1. This does not represent an acquisition or disposition. It represents the automatic conversion on June 11, 2020 of each share of the Issuer's Class B Common Stock into one share of the Issuer's Class A Common Stock, which occurred when the outstanding Class B Common Stock represented less than 10% of the aggregate number of shares of the Issuer's then outstanding Class A Common Stock and Class B Common Stock, as set forth in the Issuer's amended and restated certificate of incorporation.
2. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $217.00 to $217.81, 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.
3. In connection with the automatic conversion described in footnote (1), outstanding options exercisable for Class B Common Stock that were issued under the Issuer's equity incentive plans remain unchanged, except that the underlying shares are now Class A Common Stock.
4. All 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. 45,833 shares are vested. The remaining 4,167 shares shall vest in 4 equal monthly installments beginning on July 5, 2020, subject to the reporting person providing continuous service to the Issuer on each such date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Sophie Hubscher, Attorney-in-Fact 06/26/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

         Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrew
Stephens and Sophie Hubscher of MongoDB, Inc. (the "Company") and Nicole Brookshire  and Alison
Haggerty of Cooley LLP with full power of substitution, signing individually, the  undersigned's true and
lawful attorneys-in fact and agents to:

         (1)    Prepare, execute in the undersigned's name and on the undersigned's behalf, and
submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including
amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the
undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of
securities of the Company;

        (2)    Do and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments
thereto and joint filing agreements in connection therewith) and timely file such forms with the SEC and
any stock exchange, self-regulatory association or any similar authority; and

        (3)    Take any other action of any type whatsoever in connection with the foregoing that,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of
the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite,  necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and purposes  as the undersigned  might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do  or cause to
be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the
request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

         This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's  holdings of  and
transactions in securities issued by the Company, (b) revocation by the undersigned  in a signed  writing
delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually,
until such attorney-in-fact is no longer employed by the Company, or any of its subsidiaries, or Cooley LLP,
as applicable.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of the date written below.


Date: February 27, 2020



By:/s/ John Dennis McMahon
John Dennis McMahon