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As filed with the U.S. Securities and Exchange Commission on April 1, 2019 Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MongoDB, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
 
26-1463205
(State or other jurisdiction of Incorporation or organization)
 
(I.R.S. Employer Identification No.)
1633 Broadway, 38th Floor
New York, NY 10019
646-727-4092
(Address of principal executive offices) (Zip code)

MongoDB, Inc. 2016 Equity Incentive Plan
MongoDB, Inc. 2017 Employee Stock Purchase Plan
(Full titles of the plans)
_____________________________________
Dev Ittycheria
President and Chief Executive Officer
MongoDB, Inc.
1633 Broadway, 38th Floor
New York, NY 10019
646-727-4092
(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:
Nicole Brookshire
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036
212-479-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý 
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨





CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered(1)
Proposed Maximum
Offering
Price per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Class A Common Stock, par value $0.001 per share
 
 
 
 
– 2016 Equity Incentive Plan
3,225,850 (2)
$150.81 (4)
$486,490,439
$58,962.65
– 2017 Employee Stock Purchase Plan
543,218 (3)
$128.19 (5)
$69,635,116
$8,439.78
Total
3,769,068
 
$556,125,555
$67,402.43

(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Class A common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock.
(2)
Represents (i) an automatic annual increase equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the immediately preceding fiscal year to the aggregate number of shares of the Registrant’s Class A common stock reserved for issuance under, and which annual increase is provided by, the Registrant’s 2016 Equity Incentive Plan (as amended, the “2016 Plan”) plus (ii) 509,760 shares of the Registrant's Class A common stock that have become available for issuance under the 2016 Plan as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards that had been granted under the Registrant's 2008 Stock Incentive Plan (the “2008 Plan”), pursuant to the terms of the 2016 Plan.
(3)
Represents an automatic increase equal to 1% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the immediately preceding fiscal year to the aggregate number of shares of the Registrant’s Class A common stock reserved for issuance under, and which annual increase is provided by, the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”).
(4)
Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee on the basis of $150.81, the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on March 26, 2019.
(5)
Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $128.19, the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on March 26, 2019, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2017 ESPP.






REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, MongoDB, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (1) 3,225,850 additional shares of its Class A common stock under the 2016 Plan, pursuant to the provisions of the 2016 Plan providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2016 Plan on February 1, 2019 and that have become available for issuance under the 2016 Plan as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards that had been granted under the 2008 Stock Incentive Plan, pursuant to the terms of the 2016 Plan and (2) 543,218 additional shares of its Class A common stock under the 2017 ESPP, pursuant to the provisions of the 2017 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2017 ESPP on February 1, 2019. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II
ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)The contents of the Registrant’s Registration Statements on Form S-8 (File No. 333-221028 and 333-224058), filed with the Commission on October 20, 2017 and March 30, 2018, respectively;
(b)The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2019, filed with the Commission on April 1, 2019;
(c)All other reports of the Registrant filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items).
(d)The description of the Registrant’s Class A common stock, which is contained in a registration statement on Form 8-A filed on October 10, 2017 (File No. 001-38240) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
(e)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.





ITEM 8.    EXHIBITS
 
 
 
 
Incorporated by Reference
Exhibit
Number
 
Description
 
Schedule
Form
 
File Number
 
Exhibit
 
Filing Date
4.1
 
 
8-K
 
001-38240
 
3.1
 
October 25, 2017
4.2
 
 
S-1
 
333-220557
 
3.4
 
September 21, 2017
4.3
 
 
S-1/A
 
333-220557
 
4.1
 
October 6, 2017
5.1*
 
 
 
 
 
 
 
 
 
23.1*
 
 
 
 
 
 
 
 
 
23.2*
 
 
 
 
 
 
 
 
 
24.1*
 
 
 
 
 
 
 
 
 
99.1
 
 
S-1/A
 
333-220557
 
10.2
 
October 6, 2017
99.2
 
 
10-K
 
001-38240
 
10.3
 
March 30, 2018
99.3
 
 
S-1/A
 
333-220557
 
10.4
 
October 6, 2017

* Filed herewith









SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 1st day of April 2019.
MONGODB, INC.
 
 
 
By:
/s/ Dev Ittycheria
 
Name:
Dev Ittycheria
 
Title:
President, Chief Executive Officer and Director

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dev Ittycheria and Michael Gordon, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.




Signature
 
Title
 
Date
 
 
 
/s/ Dev Ittycheria
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
April 1, 2019
Dev Ittycheria
 
 
/s/ Michael Gordon
 
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
 
April 1, 2019
Michael Gordon
 
 
/s/ Thomas Bull
 
Corporate Controller
(Principal Accounting Officer)
 
April 1, 2019
Thomas Bull
 
 
/s/ Kevin P. Ryan
 
Director
 
April 1, 2019
Kevin P. Ryan
 
 
/s/ Roelof Botha
 
Director
 
April 1, 2019
Roelof Botha
 
 
/s/ Hope Cochran
 
Director
 
April 1, 2019
Hope Cochran
 
 
/s/ Charles M. Hazard, Jr.
 
Director
 
April 1, 2019
Charles M. Hazard, Jr.
 
 
/s/ Eliot Horowitz
 
Director
 
April 1, 2019
Eliot Horowitz
 
 
/s/ Tom Killalea
 
Director
 
April 1, 2019
Tom Killalea
 
 
 
 
/s/ John McMahon
 
Director
 
April 1, 2019
John McMahon
 
 
 
 



Exhibit


Exhibit 5.1
https://cdn.kscope.io/db5e8efc3b10411ad1c9826ff3231f57-forms8fy20ex51image1.jpg

Babak Yaghmaie
T: 212 479 6556
byaghmaie@cooley.com
April 1, 2019
MongoDB, Inc.
1633 Broadway, 38th Floor
New York, NY 10019
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to MongoDB, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, covering the offering of up to (a) 3,225,850 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A 2016 EIP Shares”) issuable pursuant to the Company’s 2016 Equity Incentive Plan and (b) 543,218 shares of Class A Common Stock, par value $0.001 per share (together with the Class A 2016 EIP Shares, the “Shares”) issuable pursuant to the Company’s 2017 Employee Stock Purchase Plan (together with the Company’s 2016 Equity Incentive Plan, as amended, the “Plans”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plans and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).




https://cdn.kscope.io/db5e8efc3b10411ad1c9826ff3231f57-forms8fy20ex51image1.jpg

MongoDB, Inc.
April 1, 2019
Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,


Cooley LLP
By:    /s/Babak Yaghmaie____________    
Babak Yaghmaie



Exhibit


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 1, 2019 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in MongoDB Inc.'s Annual Report on Form 10‑K for the year ended January 31, 2019.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
April 1, 2019