Statement of Changes in Beneficial Ownership (4)
May 05 2020 - 4:13PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Ittycheria Dev |
2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc.
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MDB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
C/O MONGODB, INC., 1633 BROADWAY, 38TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2020 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/1/2020 | | C(1)(2) | | 23000 | A | $0 (1) | 248203 | D | |
Class A Common Stock | 5/1/2020 | | S(2) | | 4415 | D | $155.55 (3) | 243788 | D | |
Class A Common Stock | 5/1/2020 | | S(2) | | 10362 | D | $156.31 (4) | 233426 | D | |
Class A Common Stock | 5/1/2020 | | S(2) | | 8020 | D | $157.30 (5) | 225406 | D | |
Class A Common Stock | 5/1/2020 | | S(2) | | 200 | D | $158.26 (6) | 225206 | D | |
Class A Common Stock | 5/1/2020 | | S(2) | | 3 | D | $159.21 | 225203 | D | |
Class A Common Stock | 5/4/2020 | | C(1) | | 15964 | A | $0 (1) | 241167 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Employee Stock Option (Right to Buy) | $6.5 | 5/1/2020 | | M (2) | | | 23000 | (7) | 9/12/2024 | Class B Common Stock | 23000.0 | $0 | 1127181 | D | |
Class B Common Stock | (1) | 5/1/2020 | | M (2) | | 23000 | | (1) | (1) | Class A Common Stock | 23000.0 | $0 (1) | 38964 | D | |
Class B Common Stock | (1) | 5/1/2020 | | C (1)(2) | | | 23000 | (1) | (1) | Class A Common Stock | 23000.0 | $0 (1) | 15964 | D | |
Class B Common Stock | (1) | 5/4/2020 | | C (1) | | | 15964 | (1) | (1) | Class A Common Stock | 15964.0 | $0 (1) | 0 | D | |
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. 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) | The transactions were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
(3) | The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $154.90 to $155.88, 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 price. The shares were sold in multiple transactions at prices ranging from $155.91 to $156.90, 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 price. The shares were sold in multiple transactions at prices ranging from $156.91 to $157.90, 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 price. The shares were sold in multiple transactions at prices ranging from $157.92 to $158.59, 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) | Immediately exercisable and fully vested. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ittycheria Dev C/O MONGODB, INC. 1633 BROADWAY, 38TH FLOOR NEW YORK, NY 10019 | X |
| President & CEO |
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Signatures
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/s/ Sophie Hubscher, Attorney-in-Fact | | 5/5/2020 |
**Signature of Reporting Person | Date |
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