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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 02/27/2020 | A | 52,112(1) | A | $0 | 231,510 | D | |||
Class A Common Stock | 03/02/2020 | C(2)(3) | 23,000 | A | $0(2) | 254,510 | D | |||
Class A Common Stock | 03/02/2020 | S(3) | 3,529 | D | $147.94(4) | 250,981 | D | |||
Class A Common Stock | 03/02/2020 | S(3) | 4,911 | D | $148.75(5) | 246,070 | D | |||
Class A Common Stock | 03/02/2020 | S(3) | 4,100 | D | $149.82(6) | 241,970 | D | |||
Class A Common Stock | 03/02/2020 | S(3) | 5,645 | D | $151.38(7) | 236,325 | D | |||
Class A Common Stock | 03/02/2020 | S(3) | 4,300 | D | $152.37(8) | 232,025 | D | |||
Class A Common Stock | 03/02/2020 | S(3) | 515 | D | $153.27(9) | 231,510 | 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 | ||||||||
Employee Stock Option (Right to Buy) | $6.5 | 03/02/2020 | M(3) | 23,000 | (10) | 09/12/2024 | Class B Common Stock | 23,000 | $0 | 1,173,181 | D | ||||
Class B Common Stock | (2) | 03/02/2020 | M(3) | 23,000 | (2) | (2) | Class A Common Stock | 23,000 | $0(2) | 38,964 | D | ||||
Class B Common Stock | (2) | 03/02/2020 | C(2)(3) | 23,000 | (2) | (2) | Class A Common Stock | 23,000 | $0(2) | 15,964 | D |
Explanation of Responses: |
1. This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. This restricted stock unit award vests in equal quarterly installments over four years beginning on July 1, 2020, subject to the reporting person's continued service with the Issuer. |
2. 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. 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. |
3. The transactions were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
4. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $147.41 to $148.35, 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 $148.43 to $149.30, 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 $149.46 to $150.32, 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 $150.96 to $151.81, 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. |
8. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $152.00 to $152.70, 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. |
9. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $153.21 to $153.75, 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. |
10. Immediately exercisable and fully vested. |
Remarks: |
/s/ Andrew Stephens, Attorney-in-Fact | 03/02/2020 | |
** 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. |