SEC FORM 4

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^*

Ittycheria Dev

(Last)

(First)

(Middle)

C/O MONGODB, INC.

1633 BROADWAY, 38TH FLOOR

(Street)

NEW YORK

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
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/02/2019		C⁽¹⁾⁽²⁾		19,600	A	$0⁽¹⁾	156,377	D
Class A Common Stock	01/02/2019		S⁽²⁾		13,599	D	$79.39⁽³⁾	142,778	D
Class A Common Stock	01/02/2019		S⁽²⁾		4,801	D	$80.07⁽⁴⁾	137,977	D
Class A Common Stock	01/02/2019		S⁽²⁾		1,200	D	$81.35⁽⁵⁾	136,777	D
Class A Common Stock	01/02/2019		S⁽⁶⁾		1,365	D	$81.36⁽⁷⁾	135,412	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$6.5	01/02/2019		M⁽²⁾			19,600	⁽⁸⁾	09/12/2024	Class B Common Stock	19,600	$0	1,578,181	D
Class B Common Stock	⁽¹⁾	01/02/2019		M⁽²⁾		19,600		⁽¹⁾	⁽¹⁾	Class A Common Stock	19,600	$0⁽¹⁾	35,564	D
Class B Common Stock	⁽¹⁾	01/02/2019		C⁽¹⁾⁽²⁾			19,600	⁽¹⁾	⁽¹⁾	Class A Common Stock	19,600	$0⁽¹⁾	15,964	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 $78.80 to $79.79, 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 $79.80 to $80.60, 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 $80.80 to $81.40, 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 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. This sale is a non-discretionary "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

7. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $79.89 to $81.40, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company 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.

8. Immediately exercisable and fully vested.

Remarks:

	/s/ Sarah Ward, as Attorney-in-Fact	01/04/2019
	** 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.
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