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^*

FLYBRIDGE CAPITAL PARTNERS III LP

(Last)

(First)

(Middle)

C/O FLYBRIDGE CAPITAL PARTNERS

31 ST. JAMES AVENUE, 6TH FL

(Street)

BOSTON

02116

(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)
10/23/2017

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)
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 B Preferred Stock	⁽¹⁾	10/23/2017		C			5,089,898	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,817,422⁽²⁾	⁽¹⁾	0	D⁽³⁾
Series C Preferred Stock	⁽¹⁾	10/23/2017		C			612,606	⁽¹⁾	⁽¹⁾	Class B Common Stock	459,454⁽⁴⁾	⁽¹⁾	0	D⁽³⁾
Series D Preferred Stock	⁽¹⁾	10/23/2017		C			605,190	⁽¹⁾	⁽¹⁾	Class B Common Stock	453,892⁽⁵⁾	⁽¹⁾	0	D⁽³⁾
Series E Preferred Stock	⁽¹⁾	10/23/2017		C			4,762	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,572⁽⁶⁾	⁽¹⁾	0	D⁽³⁾
Class B Common Stock	⁽⁷⁾	10/23/2017		C		4,734,340		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,734,340⁽⁸⁾	⁽⁷⁾	4,734,340⁽⁸⁾	D⁽³⁾

1. Name and Address of Reporting Person^*

FLYBRIDGE CAPITAL PARTNERS III LP

(Last)

(First)

(Middle)

C/O FLYBRIDGE CAPITAL PARTNERS

31 ST. JAMES AVENUE, 6TH FL

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flybridge Capital Partners GP III, LLC

(Last)

(First)

(Middle)

C/O FLYBRIDGE CAPITAL PARTNERS

31 ST. JAMES AVENUE, 6TH FL

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aronoff David B

(Last)

(First)

(Middle)

C/O FLYBRIDGE CAPITAL PARTNERS

31 ST. JAMES AVENUE, 6TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bussgang Jeffrey J.

(Last)

(First)

(Middle)

C/O FLYBRIDGE CAPITAL PARTNERS

31 ST. JAMES AVENUE, 6TH FL

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into approximately 0.75 shares of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. 3,808,261 of these shares are owned by Flybridge Capital Partners III, L.P. ("Flybridge Capital") and 9,161 of these shares are owned by Flybridge Network Fund III, L.P. ("Flybridge Network").

3. These shares are owned directly by each of Flybridge Capital and Flybridge Network. Flybridge Capital Partners GP III, LLC ("Flybridge LLC") is the general partner of Flybridge Capital and Flybridge Network. The managing members of Flybridge LLC are Charles M. Hazard, Jr., David B. Aronoff and Jeffrey J. Bussgang and they share voting and dispositive power over the shares held by Flybridge Capital and Flybridge Network. Mr. Hazard is also a director of the Issuer.

4. 458,570 of these shares are owned by Flybridge Capital and 884 of these shares are owned by Flybridge Network.

5. 452,986 of these shares are owned by Flybridge Capital and 906 of these shares are owned by Flybridge Network.

6. 3,563 of these shares are owned by Flybridge Capital and 9 of these shares are owned by Flybridge Network.

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. 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, and (ii) at such time as the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of the Issuer's capital stock outstanding.

8. 4,723,379 of these shares are owned by Flybridge Capital and 10,961 of these shares are owned by Flybridge Network.

Remarks:

	/s/Alison Haggerty, Attorney-in-Fact	10/24/2017
	Alison Haggerty, Attorney-in-Fact	10/24/2017
	Alison Haggerty, Attorney-in-Fact	10/24/2017
	Alison Haggerty, Attorney-in-Fact	10/24/2017
	** 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).
** 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.
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