SEC Form 4 · accession 0000899243-18-024550
MongoDB, Inc. · MDB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David B Aronoff
10% Owner
FLYBRIDGE CAPITAL PARTNERS III LP
10% Owner
FLYBRIDGE NETWORK FUND III LP
10% Owner
Jeffrey J. Bussgang
10% Owner
Period of report
Sep 12, 2018
Accepted (ET)
Sep 14, 2018 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441816
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Sep 12, 2018 | C | 2,000,000 | — | A | 2,000,000 | I | By Flybridge Capital Partners III, L.P. |
| Class A Common StockF2 | Sep 12, 2018 | J | 2,000,000 | $0.00 | D | 0 | I | By Flybridge Capital Partners III, L.P. |
| Class A Common StockF4 | Sep 12, 2018 | J | 64,411 | $0.00 | A | 69,384 | I | See Footnote |
| Class A Common StockF5 | Sep 12, 2018 | J | 21,598 | $0.00 | A | 23,266 | I | See Footnote |
| Class A Common StockF6 | Sep 12, 2018 | J | 64,411 | $0.00 | A | 69,384 | I | See Footnote |
| Class A Common StockF7 | Sep 12, 2018 | J | 21,598 | $0.00 | A | 23,266 | I | See Footnote |
| Class A Common StockF1,F8 | Sep 12, 2018 | C | 4,640 | — | A | 4,640 | I | By Flybridge Network Fund III, L.P. |
| Class A Common StockF8 | Sep 12, 2018 | J | 4,640 | $0.00 | D | 0 | I | By Flybridge Network Fund III, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F1 | — | Sep 12, 2018 | C | 2,000,000 | D | — | — | Class A Common Stock | 2,000,000 | 1,223,379 | I |
| Class B Common StockF8,F1 | — | Sep 12, 2018 | C | 4,640 | D | — | — | Class A Common Stock | 4,640 | 2,840 | I |
Explanation of responses
- F1Each 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.
- F2These shares are owned directly by Flybridge Capital Partners III, L.P. ("Flybridge Capital"). Flybridge Capital Partners G.P. III, L.L.C. ("Flybridge LLC") is the general partner of Flybridge Capital. The managing members of Flybridge LLC are Charles M. Hazard, Jr., David B. Aronoff and Jeffrey J. Bussgang (collectively, the "Managing Members") and they share voting and dispositive power over the shares held by Flybridge Capital. Mr. Hazard is also a director of the Issuer. Flybridge LLC and each of the Managing Members disclaims beneficial ownership of the securities held by Flybridge Capital except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3Represents a distribution, and not a purchase or sale, without additional consideration by Flybridge Capital to its respective limited and general partners.
- F4The reportable securities are owned directly by Jeffrey J. Bussgang.
- F5The reportable securities are owned directly by Jeffrey J. Bussgang 2006 Irrev. Trust. Jeffrey J. Bussgang is a beneficiary of the Jeffrey J. Bussgang 2006 Irrev. Trust.
- F6The reportable securities are owned directly by David B. Aronoff.
- F7The reportable securities are owned directly by Aronoff Irrevocable Trust of 2005. David B. Aronoff is a beneficiary of the Aronoff Irrevocable Trust of 2005.
- F8These shares are owned directly by Flybridge Network Fund III, L.P. ("Flybridge Network"). Flybridge LLC is the general partner of Flybridge Network. The managing members of Flybridge LLC are the Managing Members and they share voting and dispositive power over the shares held by Flybridge Network. Mr. Hazard is also a director of the Issuer. Flybridge LLC and each of the Managing Members disclaims beneficial ownership of the securities held by Flybridge Network except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F9Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Flybridge Network to its limited partners.