Sec Form 4 Filing - Horowitz Eliot @ MongoDB, Inc. - 2020-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Horowitz Eliot
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
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O MONGODB, INC., 1633 BROADWAY, 38TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2020
(Street)
NEW YORK, NY10019
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 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)
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 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Horowitz Eliot
C/O MONGODB, INC.
1633 BROADWAY, 38TH FLOOR
NEW YORK, NY10019
X Chief Technology Officer
Signatures
/s/ Sophie Hubscher, Attorney-in-Fact 06/17/2020
Signature of Reporting Person Date
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.

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* 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).

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