SEC Form 4
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*
Killalea Peter Thomas

(Last) (First) (Middle)
C/O MONGODB, INC.
1633 BROADWAY, 38TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 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 (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 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
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
/s/ Sophie Hubscher, Attorney-in-Fact 07/14/2020
** 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).
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