MongoDB, Inc. — Director's Dealing 2017

Oct 18, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MongoDB, Inc. (MDB)
CIK: 0001441816
Period of Report: 2017-10-18

Reporting Person: Horowitz Eliot (Director, Chief Technology Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1511324)		Direct
Class B Common Stock	$		Class A Common Stock (375000)		Indirect
Employee Stock Option (Right to Buy)	$5.72	2023-03-07	Class B Common Stock (225000)		Direct
Employee Stock Option (Right to Buy)	$6.50	2025-04-22	Class B Common Stock (100000)		Direct
Employee Stock Option (Right to Buy)	$6.50	2026-04-13	Class B Common Stock (200000)		Direct

Footnotes

F1: 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. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to its registration statement on Form S-1 (File No. 333-220557) under the Securities Act of 1933, as amended, 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.

F2: These shares are held by The ERH Family 2012 Trust for the benefit of the Reporting Person's children. The Reporting Person is the trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F3: Immediately exercisable and fully vested.

F4: All shares underlying this option are immediately exercisable, subject to a repurchase right in the Issuer's favor which lapses in accordance with the option's vesting schedule. 66,666 shares are vested. The remaining shares shall vest in 16 equal monthly installments beginning on November 1, 2017, subject to the Reporting Person providing continuous service to the Issuer on each such date.

F5: All shares underlying this option are immediately exercisable, subject to a repurchase right in the Issuer's favor which lapses in accordance with the option's vesting schedule. 33,744 are vested. The remaining shares shall vest as to (i) 21,248 shares in 6 equal monthly installments beginning on November 13, 2017, (ii) 45,000 shares in 12 equal monthly installments beginning on May 13, 2018, and (iii) 100,008 shares in 24 equal monthly installments beginning on May 13, 2019, in each case, subject to the Reporting Person providing continuous service to the Issuer on each such date.