October 16, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: MongoDB, Inc.
Registration Statement on Form S-1
File No. 333-220557
Acceleration Request
Requested Date: Wednesday, October 18, 2017
Requested Time: 4:00 p.m., Eastern Daylight Time
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between October 6, 2017 and October 16, 2017 at 5:00 p.m., Eastern Daylight Time, 5,640 copies of the Preliminary Prospectus of MongoDB, Inc., a Delaware corporation (the “Registrant”), dated October 6, 2017, were distributed to prospective underwriters/dealers, institutional and other investors and others.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time on October 18, 2017, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
|
|
Very truly yours,
MORGAN STANLEY & CO. LLC | ||
|
|
| ||
|
|
| ||
|
|
As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement | ||
|
|
| ||
|
|
| ||
|
|
MORGAN STANLEY & CO. LLC | ||
|
|
|
| |
|
|
By: |
/s/ Andrew Daly | |
|
|
|
Name: |
Andrew Daly |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
|
GOLDMAN SACHS & CO. LLC | ||
|
|
| ||
|
|
By: |
/s/ Matt Leavitt | |
|
|
|
Name: |
Matt Leavitt |
|
|
|
Title: |
Managing Director |
|
|
|
|
|
|
|
BARCLAYS CAPITAL INC. | ||
|
|
|
|
|
|
|
By: |
/s/ Victoria Hale | |
|
|
|
Name: |
Victoria Hale |
|
|
|
Title: |
Vice President |
cc:
Dev Ittycheria, President and Chief Executive Officer
Michael Gordon, Chief Financial Officer
Andrew Stephens, Esq., General Counsel
MongoDB, Inc.
Jeffrey D. Saper, Esq.
Michael C. Labriola, Esq.
Megan J. Baier, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
Babak Yaghmaie, Esq.
Eric Jensen, Esq.
Nicole Brookshire, Esq.
Cooley LLP
[Signature Page to Underwriter Acceleration Request]