SEC Form 4 · accession 0000899243-17-024633

MongoDB, Inc. · MDB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Roelof Botha

Director · 10% Owner

Period of report

Oct 23, 2017

Accepted (ET)

Oct 25, 2017 · 10:34 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001441816

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C Redeemable Convertible Preferred Stock^F2,F1	—	Oct 23, 2017	C	3,681,872	D	—	—	Class B Common Stock	2,761,404	0	I
Series C Redeemable Convertible Preferred Stock^F2,F1	—	Oct 23, 2017	C	404,743	D	—	—	Class B Common Stock	303,557	0	I
Series C Redeemable Convertible Preferred Stock^F2,F1	—	Oct 23, 2017	C	81,699	D	—	—	Class B Common Stock	61,274	0	I
Series D Redeemable Convertible Preferred Stock^F2,F3	—	Oct 23, 2017	C	287,575	D	—	—	Class B Common Stock	215,681	0	I
Series D Redeemable Convertible Preferred Stock^F2,F3	—	Oct 23, 2017	C	31,468	D	—	—	Class B Common Stock	23,601	0	I
Series D Redeemable Convertible Preferred Stock^F2,F3	—	Oct 23, 2017	C	6,378	D	—	—	Class B Common Stock	4,783	0	I
Series D Redeemable Convertible Preferred Stock^F4,F3	—	Oct 23, 2017	C	3,294,250	D	—	—	Class B Common Stock	2,470,687	0	I
Series D Redeemable Convertible Preferred Stock^F4,F3	—	Oct 23, 2017	C	145,142	D	—	—	Class B Common Stock	108,856	0	I
Series E Redeemable Convertible Preferred Stock^F4,F5	—	Oct 23, 2017	C	840,325	D	—	—	Class B Common Stock	630,243	0	I
Series E Redeemable Convertible Preferred Stock^F4,F5	—	Oct 23, 2017	C	37,024	D	—	—	Class B Common Stock	27,768	0	I
Series F Redeemable Convertible Preferred Stock^F4,F6	—	Oct 23, 2017	C	572,704	D	—	—	Class B Common Stock	286,352	0	I
Series F Redeemable Convertible Preferred Stock^F4,F6	—	Oct 23, 2017	C	25,233	D	—	—	Class B Common Stock	12,616	0	I
Class B Common Stock^F2,F7	—	Oct 23, 2017	J	2,977,085	A	—	—	Class A Common Stock	2,977,085	2,977,085	I
Class B Common Stock^F2,F7	—	Oct 23, 2017	J	327,158	A	—	—	Class A Common Stock	327,158	327,158	I
Class B Common Stock^F2,F7	—	Oct 23, 2017	J	66,057	A	—	—	Class A Common Stock	66,057	66,057	I
Class B Common Stock^F4,F7	—	Oct 23, 2017	J	3,387,282	A	—	—	Class A Common Stock	3,387,282	3,387,282	I
Class B Common Stock^F4,F7	—	Oct 23, 2017	J	149,240	A	—	—	Class A Common Stock	149,240	149,240	I

Explanation of responses

F1The 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.
F2The 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.
F3The 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.
F4The 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.
F5The 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.
F6The 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.
F7Each 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.
F8Immediately 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.