SEC Filing | MongoDB, Inc.

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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^*

BOTHA ROELOF

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

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

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2017

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)

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)
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/23/2017		C			3,681,872	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,761,404	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/23/2017		C			404,743	⁽¹⁾	⁽¹⁾	Class B Common Stock	303,557	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/23/2017		C			81,699	⁽¹⁾	⁽¹⁾	Class B Common Stock	61,274	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	10/23/2017		C			287,575	⁽³⁾	⁽³⁾	Class B Common Stock	215,681	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	10/23/2017		C			31,468	⁽³⁾	⁽³⁾	Class B Common Stock	23,601	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	10/23/2017		C			6,378	⁽³⁾	⁽³⁾	Class B Common Stock	4,783	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	10/23/2017		C			3,294,250	⁽³⁾	⁽³⁾	Class B Common Stock	2,470,687	$0.00	0	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁴⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	10/23/2017		C			145,142	⁽³⁾	⁽³⁾	Class B Common Stock	108,856	$0.00	0	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁴⁾
Series E Redeemable Convertible Preferred Stock	⁽⁵⁾	10/23/2017		C			840,325	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	630,243	$0.00	0	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁴⁾
Series E Redeemable Convertible Preferred Stock	⁽⁵⁾	10/23/2017		C			37,024	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	27,768	$0.00	0	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁴⁾
Series F Redeemable Convertible Preferred Stock	⁽⁶⁾	10/23/2017		C			572,704	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	286,352	$0.00	0	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁴⁾
Series F Redeemable Convertible Preferred Stock	⁽⁶⁾	10/23/2017		C			25,233	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	12,616	$0.00	0	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁴⁾
Class B Common Stock	⁽⁷⁾	10/23/2017		J⁽⁸⁾		2,977,085		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,977,085	$0.00	2,977,085	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Class B Common Stock	⁽⁷⁾	10/23/2017		J⁽⁸⁾		327,158		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	327,158	$0.00	327,158	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Class B Common Stock	⁽⁷⁾	10/23/2017		J⁽⁸⁾		66,057		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	66,057	$0.00	66,057	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾
Class B Common Stock	⁽⁷⁾	10/23/2017		J⁽⁸⁾		3,387,282		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,387,282	$0.00	3,387,282	I	By Sequoia Capital U.S. Growth Fund IV, LP⁽⁴⁾
Class B Common Stock	⁽⁷⁾	10/23/2017		J⁽⁸⁾		149,240		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	149,240	$0.00	149,240	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁴⁾

Explanation of Responses:

1. The Series C Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. The Reporting Person is a director of SC US (TTGP), Ltd. 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. The Reporting Person disclaims beneficial ownership of the securities held by the SC 2010 Funds except to the extent of his 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.

3. The Series D Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Reporting Person is a director of SC US (TTGP), Ltd. 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. The Reporting Person disclaims beneficial ownership of the securities held by the SC GFIV Funds except to the extent of his 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.

5. The Series E Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. The Series F Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.5 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

7. 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.

8. Immediately prior to the closing of the Issuer's initial public offering, each series of the Issuer's redeemable convertible preferred stock automatically converted into Class B Common Stock.

Remarks:

	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha	10/25/2017
	** 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 4 (b)(v).
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