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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 1,229,663 | A | $0(1) | 1,335,285 | D | ||
Class A Common Stock | 06/15/2020 | S(2) | 5,600 | D | $189.38(3) | 1,329,685 | D | |||
Class A Common Stock | 06/15/2020 | S(2) | 1,147 | D | $190.18(4) | 1,328,538 | D | |||
Class A Common Stock | 06/15/2020 | S(2) | 2,153 | D | $191.31(5) | 1,326,385 | D | |||
Class A Common Stock | 06/15/2020 | S(2) | 1,900 | D | $192.3(6) | 1,324,485 | D | |||
Class A Common Stock | 06/15/2020 | S(2) | 7,600 | D | $193.28(7) | 1,316,885 | D | |||
Class A Common Stock | 06/15/2020 | S(2) | 600 | D | $194.03(8) | 1,316,285 | D | |||
Class A Common Stock | 06/11/2020 | J(1) | V | 302,500 | A | $0(1) | 302,500 | I | By Trust(9) | |
Class A Common Stock | 06/15/2020 | S(2) | 3,122 | D | $189.29(10) | 299,378 | I | By Trust(9) | ||
Class A Common Stock | 06/15/2020 | S(2) | 718 | D | $190.67(11) | 298,660 | I | By Trust(9) | ||
Class A Common Stock | 06/15/2020 | S(2) | 3,360 | D | $191.4(12) | 295,300 | I | By Trust(9) | ||
Class A Common Stock | 06/15/2020 | S(2) | 300 | D | $192.21(13) | 295,000 | I | By Trust(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 1,229,663 | (1) | (1) | Class A Common Stock | 1,229,663 | (1) | 0 | D | |||
Class B Common Stock | (1) | 06/11/2020 | J(1) | V | 302,500 | (1) | (1) | Class A Common Stock | 302,500 | (1) | 0 | I | By Trust(9) | ||
Employee Stock Option (Right to Buy) | $5.72 | 06/11/2020 | J(14) | V | 225,000 | (15) | 03/07/2023 | Class B Common Stock | 225,000 | $0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $5.72 | 06/11/2020 | J(14) | V | 225,000 | (15) | 03/07/2023 | Class A Common Stock | 225,000 | $0 | 225,000 | D | |||
Employee Stock Option (Right to Buy) | $6.5 | 06/11/2020 | J(14) | V | 100,000 | (15) | 04/22/2025 | Class B Common Stock | 100,000 | $0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $6.5 | 06/11/2020 | J(14) | V | 100,000 | (15) | 04/22/2025 | Class A Common Stock | 100,000 | $0 | 100,000 | D | |||
Employee Stock Option (Right to Buy) | $6.5 | 06/11/2020 | J(14) | V | 200,000 | (16) | 04/13/2026 | Class B Common Stock | 200,000 | $0 | 0 | D | |||
Employee Stock Option (Right to Buy) | $6.5 | 06/11/2020 | J(14) | V | 200,000 | (16) | 04/13/2026 | Class A Common Stock | 200,000 | $0 | 200,000 | 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 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 transactions were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
3. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $188.70 to $189.67, 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. |
4. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $189.71 to $190.70, 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. |
5. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $190.77 to $191.70, 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. |
6. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $191.80 to $192.67, 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. |
7. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $192.95 to $193.75, 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. |
8. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $193.98 to $194.04, 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. |
9. These 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. |
10. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $188.70 to $189.53, 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. |
11. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $189.97 to $190.93, 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. |
12. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $191.01 to $191.86, 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. |
13. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $192.19 to $192.24, 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. |
14. 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. |
15. Immediately exercisable and fully vested. |
16. 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. 158,320 shares are vested. The remaining 41,680 shares shall vest in 10 equal monthly installments beginning on July 13, 2020, subject to the Reporting Person providing continuous service to the Issuer on each such date. |
Remarks: |
/s/ Sophie Hubscher, Attorney-in-Fact | 06/17/2020 | |
** 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. |