SEC Form 3 · accession 0001209191-17-057379
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
Jeffrey J. Bussgang
10% Owner
Period of report
Oct 18, 2017
Accepted (ET)
Oct 18, 2017 · 7:06 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 Stock | holding | — | — | — | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF4,F1,F2,F3 | — | holding | — | — | — | — | — | Class B Common Stock | 3,817,422 | — | D |
| Series C Preferred StockF4,F1,F2,F5 | — | holding | — | — | — | — | — | Class B Common Stock | 459,454 | — | D |
| Series D Preferred StockF4,F1,F2,F6 | — | holding | — | — | — | — | — | Class B Common Stock | 453,892 | — | D |
| Series E Preferred StockF4,F1,F2,F7 | — | holding | — | — | — | — | — | Class B Common Stock | 3,572 | — | D |
Explanation of responses
- F1Each share of the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock automatically convert into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock have no expiration date.
- F2Each 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.
- F33,808,261 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").
- F4These 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.
- F5458,570 of these shares are owned by Flybridge Capital and 884 of these shares are owned by Flybridge Network.
- F6452,986 of these shares are owned by Flybridge Capital and 906 of these shares are owned by Flybridge Network.
- F73,563 of these shares are owned by Flybridge Capital and 9 of these shares are owned by Flybridge Network.
Remarks
Exhibit List - Exhibit 24 - Power of Attorney