SEC Form 4 · accession 0000899243-17-024635
MongoDB, Inc. · MDB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SEQUOIA CAPITAL US GROWTH FUND IV LP
10% Owner
SCGF IV MANAGEMENT LP
10% Owner
SC US (TTGP), LTD.
10% Owner
Period of report
Oct 23, 2017
Accepted (ET)
Oct 25, 2017 · 10:36 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 StockF2,F1 | — | Oct 23, 2017 | C | 3,681,872 | D | — | — | Class B Common Stock | 2,761,404 | 0 | I |
| Series C Redeemable Convertible Preferred StockF2,F1 | — | Oct 23, 2017 | C | 404,743 | D | — | — | Class B Common Stock | 303,557 | 0 | I |
| Series C Redeemable Convertible Preferred StockF2,F1 | — | Oct 23, 2017 | C | 81,699 | D | — | — | Class B Common Stock | 61,274 | 0 | I |
| Series D Redeemable Convertible Preferred StockF2,F3 | — | Oct 23, 2017 | C | 287,575 | D | — | — | Class B Common Stock | 215,681 | 0 | I |
| Series D Redeemable Convertible Preferred StockF2,F3 | — | Oct 23, 2017 | C | 31,468 | D | — | — | Class B Common Stock | 23,601 | 0 | I |
| Series D Redeemable Convertible Preferred StockF2,F3 | — | Oct 23, 2017 | C | 6,378 | D | — | — | Class B Common Stock | 4,783 | 0 | I |
| Series D Redeemable Convertible Preferred StockF4,F3 | — | Oct 23, 2017 | C | 3,294,250 | D | — | — | Class B Common Stock | 2,470,687 | 0 | I |
| Series D Redeemable Convertible Preferred StockF4,F3 | — | Oct 23, 2017 | C | 145,142 | D | — | — | Class B Common Stock | 108,856 | 0 | I |
| Series E Redeemable Convertible Preferred StockF4,F5 | — | Oct 23, 2017 | C | 840,325 | D | — | — | Class B Common Stock | 630,243 | 0 | I |
| Series E Redeemable Convertible Preferred StockF4,F5 | — | Oct 23, 2017 | C | 37,024 | D | — | — | Class B Common Stock | 27,768 | 0 | I |
| Series F Redeemable Convertible Preferred StockF4,F6 | — | Oct 23, 2017 | C | 572,704 | D | — | — | Class B Common Stock | 286,352 | 0 | I |
| Series F Redeemable Convertible Preferred StockF4,F6 | — | Oct 23, 2017 | C | 25,233 | D | — | — | Class B Common Stock | 12,616 | 0 | I |
| Class B Common StockF2,F7 | — | Oct 23, 2017 | J | 2,977,085 | A | — | — | Class A Common Stock | 2,977,085 | 2,977,085 | I |
| Class B Common StockF2,F7 | — | Oct 23, 2017 | J | 327,158 | A | — | — | Class A Common Stock | 327,158 | 327,158 | I |
| Class B Common StockF2,F7 | — | Oct 23, 2017 | J | 66,057 | A | — | — | Class A Common Stock | 66,057 | 66,057 | I |
| Class B Common StockF4,F7 | — | Oct 23, 2017 | J | 3,387,282 | A | — | — | Class A Common Stock | 3,387,282 | 3,387,282 | I |
| Class B Common StockF4,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.
- F2SC 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, each of 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.
- 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.
- F4SC 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, each of 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.
- 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.