Sec Form 4 Filing - Killalea Peter Thomas @ MongoDB, Inc. - 2020-07-10

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
Killalea Peter Thomas
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)
(Last) (First) (Middle)
C/O MONGODB, INC., 1633 BROADWAY, 38TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/10/2020
(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 42,687 A $ 0 46,877 D
Class A Common Stock 07/10/2020 A 325 ( 2 ) A $ 202.02 47,202 D
Class A Common Stock 07/10/2020 A 891 ( 3 ) A $ 0 48,093 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 ) 06/11/2020 J( 1 ) V 42,687 ( 1 ) ( 1 ) Class A Common Stock 42,687 ( 1 ) 0 D
Stock Option (Right to Buy) $ 6.5 06/11/2020 J( 4 ) V 50,000 ( 5 ) 12/03/2025 Class B Common Stock 50,000 $ 0 0 D
Stock Option (Right to Buy) $ 6.5 06/11/2020 J( 4 ) V 50,000 ( 5 ) 12/03/2025 Class A Common Stock 50,000 $ 0 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Killalea Peter Thomas
C/O MONGODB, INC.
1633 BROADWAY, 38TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Sophie Hubscher, Attorney-in-Fact 07/14/2020
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 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 )Represents fully vested shares issued to the Reporting Person who elected to receive stock in lieu of cash for services as a director under the Issuer's non-employee director compensation policy. The number of shares was calculated based on the 60-day volume-weighted average share price on the date of issuance and the amount of fees owed to the Reporting Person.
( 3 )Represents restricted stock units issued to the Reporting Person pursuant to the annual equity grant under the Issuer's non-employee director compensation policy. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of the Issuer and has no expiration date. The shares underlying the restricted stock unit award shall vest in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of the Issuer's 2021 annual stockholders' meeting, subject to the Reporting Person providing continuous service to the Issuer through such date.
( 4 )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.
( 5 )Immediately exercisable and fully vested.

Remarks:
Exhibit 24 - Power of Attorney

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