| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 10/18/2017 |
3. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Redeemable Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 2,761,404 | (1) | I | By Sequoia Capital U.S. Venture 2010 Fund, LP(3) |
| Series C Redeemable Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 303,557 | (1) | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP(3) |
| Series C Redeemable Convertible Preferred Stock | (1) | (1) | Class B Common Stock(2) | 61,274 | (1) | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, LP(3) |
| Series D Redeemable Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 215,681 | (4) | I | By Sequoia Capital U.S. Venture 2010 Fund, LP(3) |
| Series D Redeemable Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 23,601 | (4) | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP(3) |
| Series D Redeemable Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 4,783 | (4) | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, LP(3) |
| Series D Redeemable Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 2,470,687 | (4) | I | By Sequoia Capital U.S. Growth Fund IV, LP(5) |
| Series D Redeemable Convertible Preferred Stock | (4) | (4) | Class B Common Stock(2) | 108,856 | (4) | I | By Sequoia Capital USGF Principals Fund IV, L.P.(5) |
| Series E Redeemable Convertible Preferred Stock | (6) | (6) | Class B Common Stock(2) | 630,243 | (6) | I | By Sequoia Capital U.S. Growth Fund IV, LP(5) |
| Series E Redeemable Convertible Preferred Stock | (6) | (6) | Class B Common Stock(2) | 27,768 | (6) | I | By Sequoia Capital USGF Principals Fund IV, L.P.(5) |
| Series F Redeemable Convertible Preferred Stock | (7) | (7) | Class B Common Stock(2) | 286,352 | (7) | I | By Sequoia Capital U.S. Growth Fund IV, LP(5) |
| Series F Redeemable Convertible Preferred Stock | (7) | (7) | Class B Common Stock(2) | 12,616 | (7) | I | By Sequoia Capital USGF Principals Fund IV, L.P.(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The Series C Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.75 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Venture 2010 Fund, LP holds 3,681,872 shares of Series C Redeemable Convertible Preferred Stock, Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP holds 404,743 shares of Series C Redeemable Convertible Preferred Stock and Sequoia Capital U.S. Venture 2010 Partners Fund, LP holds 81,699 shares of Series C Redeemable Convertible Preferred Stock. |
| 2. Each 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. |
| 3. 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. As a result, 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. |
| 4. The Series D Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.75 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Growth Fund IV, LP holds 3,294,250 shares of Series D Redeemable Convertible Preferred Stock, Sequoia Capital USGF Principals Fund IV, L.P. holds 145,142 shares of Series D Redeemable Convertible Preferred Stock, Sequoia Capital U.S. Venture 2010 Fund, LP holds 287,575 shares of Series D Redeemable Convertible Preferred Stock, Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP holds 31,468 shares of Series D Redeemable Convertible Preferred Stock and Sequoia Capital U.S. Venture 2010 Partners Fund, LP holds 6,378 shares of Series D Redeemable Convertible Preferred Stock. |
| 5. 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. As a result, 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. |
| 6. The Series E Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.75 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Growth Fund IV, LP holds 840,325 shares of Series E Redeemable Convertible Preferred Stock and Sequoia Capital USGF Principals Fund IV, L.P. holds 37,024 shares of Series E Redeemable Convertible Preferred Stock. |
| 7. The Series F Redeemable Convertible Preferred Stock is convertible into Class B Common Stock on a 1:0.5 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Redeemable Convertible Preferred Stock will be converted into shares of Class B Common Stock. As of the date hereof, Sequoia Capital U.S. Growth Fund IV, LP holds 572,704 shares of Series F Redeemable Convertible Preferred Stock and Sequoia Capital USGF Principals Fund IV, L.P. holds 25,233 shares of Series F Redeemable Convertible Preferred Stock. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010 Fund, LP. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010 Partners Fund, LP. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SCGF IV Management, L.P. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SCGF IV Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund IV, L.P. | 10/18/2017 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SCGF IV Management, L.P., the general partner of Sequoia Capital USGF Principals Fund IV, L.P. | 10/18/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||