MongoDB (MDB) Form 4 MongoDB / Alexander C Sacerdote ownership change

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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X

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^*

Whale Rock Capital Management LLC

(Last) (First) (Middle)

2 INTERNATIONAL PLACE, 24TH FLOOR

(Street)

BOSTON MA 02110

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/29/2018		S		174,558	D	$82.51(1)	3,655,713	I	See footnote(9)
Common Stock	11/29/2018		S		79,544	D	$83.51(2)	3,576,169	I	See footnote(9)
Common Stock	11/29/2018		S		72,676	D	$84.17(3)	3,503,493	I	See footnote(9)
Common Stock	11/30/2018		S		186,551	D	$80.37(4)	3,316,942	I	See footnote(9)
Common Stock	11/30/2018		S		48,269	D	$81.28(5)	3,268,673	I	See footnote(9)
Common Stock	11/30/2018		S		13,604	D	$82.81(6)	3,255,069	I	See footnote(9)
Common Stock	11/30/2018		S		80,209	D	$83.93(7)	3,174,860	I	See footnote(9)
Common Stock	11/30/2018		S		28,460	D	$84.55(8)	3,146,400	I	See footnote(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Whale Rock Capital Management LLC

(Last) (First) (Middle)

2 INTERNATIONAL PLACE, 24TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sacerdote Alexander C

(Last) (First) (Middle)

2 INTERNATIONAL PLACE, 24TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Explanation of Responses:

1. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $81.90 to $82.89 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

2. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $82.90 to $83.89 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

3. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $83.90 to $84.63 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

4. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $80.00 to $80.99 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

5. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $81.00 to $81.62 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

6. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $82.16 to $83.13 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

7. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $83.22 to $84.18 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

8. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $84.22 to $84.88 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

9. Shares reported herein are owned by Whale Rock Flagship Master Fund, LP and Whale Rock Flagship (AI) Fund LP, investment limited partnerships for which Whale Rock Capital Management LLC ("Whale Rock") serves as investment manager. Whale Rock, as those investment limited partnerships' investment manager, and Alexander Sacerdote, as managing member and owner of Whale Rock, may therefore be deemed to beneficially own such securities. Each of Whale Rock and Mr. Sacerdote disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

	/s/ Alexander Sacerdote, Managing Member of Whale Rock Capital Management LLC	12/03/2018
	/s/ Alexander Sacerdote	12/03/2018
	** Signature of Reporting Person	Date
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