Sec Form 3 Filing - Eisenberg Meagen @ MongoDB, Inc. - 2017-10-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Eisenberg Meagen
2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
(Last) (First) (Middle)
C/O MONGODB, INC., 229 WEST 43RD STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/18/2017
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) ( 1 ) ( 1 ) Class A Common Stock 5,000 D
Employee Stock Option (Right to Buy) $ 6.5 ( 2 ) 04/22/2025 Class B Common Stock 335,000 D
Employee Stock Option (Right to Buy) $ 6.5 ( 3 ) 04/13/2026 Class B Common Stock 128,125 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eisenberg Meagen
C/O MONGODB, INC.
229 WEST 43RD STREET, 5TH FLOOR
NEW YORK, NY10036
Chief Marketing Officer
Signatures
/s/Alison Haggerty, Attorney-in-Fact 10/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each 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. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to its registration statement on Form S-1 (File No. 333-220557) under the Securities Act of 1933, as amended, 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.
( 2 )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. 211,041 shares are vested. The remaining shares shall vest in 17 equal monthly installments beginning on November 4, 2017, subject to the Reporting Person providing continuous service to the Issuer on each such date.
( 3 )All shares underlying this option are immediately exercisable, subject to a repurchase right in the Issuer's favor which lapses in accordance withthe option's vesting schedule. The shares underlying the option shall vest as to (i) 28,122 shares in 12 equal monthly installments beginning on May 13, 2018, 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.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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