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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/10/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 07/10/2019 | A | 1,057(1) | A | $0 | 115,573 | D | |||
Class A Common Stock | 07/12/2019 | G(2) | 3,133 | D | $0 | 112,440 | D | |||
Class A Common Stock | 07/12/2019 | A(2) | 3,133 | A | $0 | 3,133 | I | By Exeter Venture Management Company, LLC(3) | ||
Class A Common Stock | 28,345 | I | By Trust(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Represents 1,057 restricted stock units acquired pursuant to 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 2020 annual stockholders' meeting, subject to the reporting person providing continuous service to the Issuer on such date. |
2. Represents 3,133 shares underlying restricted stock units granted to the reporting person on July 12, 2018, which vested in full on July 12, 2019. Pursuant to the terms of a Nominee Agreement between the reporting person and Exeter Venture Management Company, LLC ("Exeter Venture Management"), upon such vesting these share were issued to Exeter Venture Management. |
3. These shares are held by Exeter Venture Management. The reporting person is a managing member of Exeter Venture Management and, as such, may be deemed to have the power to vote and dispose of the shares held by Exeter Venture Management. The reporting person disclaims beneficial ownership of the shares owned by Exeter Venture Management except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
4. These shares are held by The Narragansett Bay Childrens Trust (the "Trust"). The reporting person is the Trustee of the Trust and, as such, has the power to vote and dispose of the shares held by the Trust. The reporting person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
Remarks: |
/s/ Andrew Stephens, Attorney-in-Fact | 07/12/2019 | |
** 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. |