SEC Filing | MongoDB, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2017

3. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,761,404	⁽¹⁾	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	303,557	⁽¹⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	61,274	⁽¹⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽³⁾
Series D Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	215,681	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽³⁾
Series D Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	23,601	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽³⁾
Series D Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	4,783	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽³⁾
Series D Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	2,470,687	⁽⁴⁾	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁵⁾
Series D Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	108,856	⁽⁴⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Series E Redeemable Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	630,243	⁽⁶⁾	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁵⁾
Series E Redeemable Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	27,768	⁽⁶⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Series F Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	286,352	⁽⁷⁾	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁵⁾
Series F Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	12,616	⁽⁷⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. VENTURE 2010 MANAGEMENT, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF IV MANAGEMENT LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series C Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.75 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Venture 2010 Fund, LP holds 3,681,872 shares of Series C Redeemable Convertible Preferred Stock, Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP holds 404,743 shares of Series C Redeemable Convertible Preferred Stock and Sequoia Capital U.S. Venture 2010 Partners Fund, LP holds 81,699 shares of Series C Redeemable Convertible Preferred Stock.

2. 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. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-220557) under the Securities Act of 1933, as amended, 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 in effect as of the date hereof, or (ii) at such time as the outstanding shares of Class B common stock represent less than 10% of the aggregate voting power of the Issuer's capital stock.

3. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP and Sequoia Capital U.S. Venture 2010 Partners Fund ,LP, or collectively, the SC 2010 Funds. As a result, SC US (TTGP), Ltd. and SC U.S. Venture 2010 Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC 2010 Funds. Each of SC US (TTGP), Ltd. and SC U.S. Venture 2010 Management, L.P. disclaims beneficial ownership of the securities held by the SC 2010 Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. The Series D Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.75 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Growth Fund IV, LP holds 3,294,250 shares of Series D Redeemable Convertible Preferred Stock, Sequoia Capital USGF Principals Fund IV, L.P. holds 145,142 shares of Series D Redeemable Convertible Preferred Stock, Sequoia Capital U.S. Venture 2010 Fund, LP holds 287,575 shares of Series D Redeemable Convertible Preferred Stock, Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP holds 31,468 shares of Series D Redeemable Convertible Preferred Stock and Sequoia Capital U.S. Venture 2010 Partners Fund, LP holds 6,378 shares of Series D Redeemable Convertible Preferred Stock.

5. SC US (TTGP), Ltd. is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P., or collectively, the SC GFIV Funds. As a result, SC US (TTGP), Ltd. and SCGF IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC GFIV Funds. Each of SC US (TTGP), Ltd. and SCGF IV Management, L.P. disclaims beneficial ownership of the securities held by the SC GFIV Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

6. The Series E Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.75 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Growth Fund IV, LP holds 840,325 shares of Series E Redeemable Convertible Preferred Stock and Sequoia Capital USGF Principals Fund IV, L.P. holds 37,024 shares of Series E Redeemable Convertible Preferred Stock.

7. The Series F Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.5 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Growth Fund IV, LP holds 572,704 shares of Series F Redeemable Convertible Preferred Stock and Sequoia Capital USGF Principals Fund IV, L.P. holds 25,233 shares of Series F Redeemable Convertible Preferred Stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010 Fund, LP.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010 Partners Fund, LP.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SCGF IV Management, L.P.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SCGF IV Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund IV, L.P.	10/18/2017
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SCGF IV Management, L.P., the general partner of Sequoia Capital USGF Principals Fund IV, L.P.	10/18/2017
	** 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 5 (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.

                           LIMITED POWER OF ATTORNEY
                         FOR CERTAIN FILINGS WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

      Know all by these presents that the undersigned hereby constitutes and
appoints each of Chris Cooper, Marie Klemchuk and Jung Yeon Son the
undersigned's true and lawful attorney-in-fact to:

      (1)   Execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer, director and/or stockholder of any entity
            affiliated with Sequoia Capital Operations, LLC or any corporation
            or other person in which an investment fund affiliated with Sequoia
            Capital Operations, LLC makes an investment (each, a "Company"),
            Forms 3, 4, and 5 and amendments thereto in accordance with Section
            16(a) of the Securities Exchange Act of 1934, as amended (the "1934
            Act"),  and the rules thereunder, as well as any reports on
            Schedules 13D or 13G or Forms 13F or 13H and amendments thereto in
            each case in accordance with Section 13 of the 1934 Act and the
            rules thereunder or any Forms 144 in accordance with Rule 144 under
            the Securities Act of 1933, as amended (the "1933 Act");

      (2)   Do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or
            Form 144 or amendment thereto and timely file such form with the
            United States Securities and Exchange Commission (the "SEC") and any
            stock exchange or similar authority; and

      (3)   Take any other action of any type whatsoever which, in the opinion
            of such attorney-in-fact, may be necessary or desirable in
            connection with the foregoing authority, it being understood that
            the documents executed by such attorney-in-fact on behalf of the
            undersigned pursuant to this Limited Power of Attorney shall be in
            such form and shall contain such terms and conditions as such
            attorney-in-fact may approve.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is any Company assuming, any of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the
1933 Act.

      This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

                               [Signature Page Follows]


      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of April 24, 2017.


By: /s/ Roelof F. Botha
    -----------------------------
    Roelof F. Botha