SEC Form 4 · accession 0001209191-18-051096

MongoDB, Inc. · MDB

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

Reporting owner

Charles M Hazard Jr.

Director · 10% Owner

Period of report

Sep 12, 2018

Accepted (ET)

Sep 14, 2018 · 4:41 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^F1,F2,F3	Sep 12, 2018	C	2,004,640	$0.00	A	2,004,640	I	By Limited Partnership
Class A Common Stock^F4,F2	Sep 12, 2018	J	2,004,640	$0.00	D	0	I	By Limited Partnership
Class A Common Stock^F5	Sep 12, 2018	J	17,278	$0.00	A	18,612	I	By Trust
Class A Common Stock^F6	Sep 12, 2018	J	68,731	$0.00	A	77,171	D

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 Stock^F3,F1,F7,F2	—	Sep 12, 2018	C	2,004,640	D	—	—	Class A Common Stock	2,004,640	1,226,219	I

Explanation of responses

F1Each share of Class B Common Stock is convertible at any time at the option of the holder 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.
F2The Reporting Person is one of three managing members of Flybridge Capital Partners GP III, LLC, the General Partner of each of Flybridge Capital Partners III, L.P. ("Flybridge Capital") and Flybridge Network Fund III, L.P. ("Flybridge Network") and, as such, shares voting and dispositive power over the shares held by each of Flybridge Capital and Flybridge Network. The Reporting Person disclaims beneficial ownership of the shares owned by each of Flybridge Capital and Flybridge Network except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F32,000,000 of these shares are owned by Flybridge Capital and 4,640 of these shares are owned by Flybridge Network.
F4Represents a distribution without additional consideration of (a) 2,000,000 shares of Class A Common Stock by Flybridge Capital to its general and limited partners and (b) 4,640 shares of Class A Common Stock by Flybridge Network to its limited partners.
F5Represents the receipt by The Narragansett Bay Childrens Trust (the "Trust") of 17,278 shares of Class A Common Stock in the distribution by Flybridge Capital for no consideration as more fully described in footnote 4 herein. The Reporting Person is the Trustee of the Trust and, as such, has the power to vote and dispose of the shares held by the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F6Represents the receipt by the Reporting Person of 68,731 shares of Class A Common Stock in the distribution by Flybridge Capital for no consideration as more specifically described in footnote 4 herein.
F71,223,379 of these shares are owned by Flybridge Capital and 2,840 of these shares are owned by Flybridge Network.