MongoDB, Inc. — Director's Dealing 2020

Jul 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MongoDB, Inc. (MDB)
CIK: 0001441816
Period of Report: 2020-07-02

Reporting Person: Ittycheria Dev (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-02	Class A Common Stock	S	8963	$222.85	Disposed	232204	Direct
2020-07-02	Class A Common Stock	S	192	$224.28	Disposed	232012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	63855	Disposed	2024-09-12	Class B Common Stock (63855.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	63855	Acquired	2024-09-12	Class A Common Stock (63855.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	1074181	Disposed	2024-09-12	Class B Common Stock (1074181.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	1074181	Acquired	2024-09-12	Class A Common Stock (1074181.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	200000	Disposed	2024-09-12	Class B Common Stock (200000.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	200000	Acquired	2024-09-12	Class A Common Stock (200000.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	750000	Disposed	2026-04-13	Class B Common Stock (750000.0)	Direct
2020-06-11	Employee Stock Option (Right to Buy)	$6.5	J	750000	Acquired	2026-04-13	Class A Common Stock (750000.0)	Direct

Footnotes

F1: The transaction reported represents the sale of shares of Class A common stock to satisfy the Reporting Person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units.

F2: The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $224.21 to $224.33, 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.

F3: This does not represent an acquisition or a disposition. On June 11, 2020, each share of the Issuer's Class B common stock automatically converted into one share 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. Upon the conversion, any outstanding options that were denominated in shares of Class B common stock and issued under any of the Company's equity incentive plans, remained unchanged, except that they now represent the right to receive shares of Class A common stock.

F4: 44,698 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. The remaining 19,157 shares shall become exercisable in 3 substantially equal annual installments beginning on January 1, 2021, subject to the Reporting Person providing continuous service to the Issuer on each such date.

F5: Immediately exercisable and fully vested.

F6: 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. 541,666 shares are vested. The remaining 208,334 shares shall vest in 10 substantially equal monthly installments beginning on July 13, 2020, subject to the Reporting Person providing continuous service to the Issuer on each such date.