MongoDB (MDB) Form 4 MongoDB / Dev Ittycheria 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 NY 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)
04/03/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/03/2023		A(1)		6,353	A	$0	230,151	D
Class A Common Stock	04/03/2023		A(2)		1,409	A	$0	231,560	D
Class A Common Stock	04/03/2023		S(3)		9,228	D	$228.34(4)	222,332	D
Class A Common Stock	04/03/2023		S(3)		21	D	$229.43(5)	222,311	D
Class A Common Stock	04/03/2023		M(6)		40,000	A	$6.5	262,311	D
Class A Common Stock	04/03/2023		S(6)		3,869	D	$225.29(7)	258,442	D
Class A Common Stock	04/03/2023		S(6)		10,673	D	$226.07(8)	247,769	D
Class A Common Stock	04/03/2023		S(6)		10,844	D	$226.86(9)	236,925	D
Class A Common Stock	04/03/2023		S(6)		4,677	D	$228.11(10)	232,248	D
Class A Common Stock	04/03/2023		S(6)		5,778	D	$229.05(11)	226,470	D
Class A Common Stock	04/03/2023		S(6)		1,713	D	$229.99(12)	224,757	D
Class A Common Stock	04/03/2023		S(6)		1,864	D	$231.04(13)	222,893	D
Class A Common Stock	04/03/2023		S(6)		582	D	$231.89(14)	222,311	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$6.5	04/03/2023		M(6)			40,000	(15)	04/13/2026	Class A Common Stock	40,000	$0	548,036	D

Explanation of Responses:

1. Represents shares of Class A common stock received upon the vesting of a portion of the performance-based restricted stock units ("RSUs") awarded to the Reporting Person on March 11, 2022 under the Issuer's long-term incentive bonus plan and 2016 Equity Incentive Plan, which vested based on the Issuer's satisfaction of certain performance criteria. In light of the performance-based vesting criteria of the RSUs, such shares were not previously reportable under Section 16. Each RSU represents the contingent right to receive one share of common stock of the Issuer.

2. Represents shares of Class A common stock received upon the vesting of a portion of the performance-based RSUs awarded to the Reporting Person on April 2, 2022 under the Issuer's annual bonus plan and 2016 Equity Incentive Plan, which vested based on the Issuer's satisfaction of certain performance criteria. In light of the performance-based vesting criteria of the RSUs, such shares were not previously reportable under Section 16. Each RSU represents the contingent right to receive one share of common stock of the Issuer.

3. Represents the sale of shares of Class A common stock to satisfy the Reporting Person's tax withholding obligations in connection with (i) the non-reportable service-based vesting and settlement of restricted stock units and (ii) the performance-based vesting and settlement of the above-listed RSUs.

4. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $228.33 to $229.29, 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.

5. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $229.42 to $229.44, 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.

6. The transactions were pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

7. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $224.90 to $225.49, 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. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $225.50 to $226.48, 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.

9. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $226.50 to $227.48, 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.

10. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $227.58 to $228.52, 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.

11. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $228.59 to $229.57, 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.

12. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $229.59 to $230.58, 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.

13. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $230.60 to $231.49, 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.

14. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $231.60 to $232.03, 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.

15. Immediately exercisable and fully vested.

Remarks:

	/s/ Paul Johnston, Attorney-in-Fact	04/05/2023
	** 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.