SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MongoDB, Inc. [ MDB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/10/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/10/2020 | C | 846,819 | A | $0.00 | 846,819 | I | By Sequoia Capital U.S. Growth Fund IV, L.P.(1) | ||
| Class A Common Stock | 06/10/2020 | C | 37,310 | A | $0.00 | 37,310 | I | By Sequoia Capital USGF Principals Fund IV, L.P.(1) | ||
| Class A Common Stock | 06/10/2020 | C | 744,272 | A | $0.00 | 744,272 | I | By Sequoia Capital U.S. Venture 2010 Fund, LP(2) | ||
| Class A Common Stock | 06/10/2020 | C | 81,788 | A | $0.00 | 81,788 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP(2) | ||
| Class A Common Stock | 06/10/2020 | C | 16,515 | A | $0.00 | 16,515 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, LP(2) | ||
| Class A Common Stock | 06/10/2020 | J(3) | 846,819 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Growth Fund IV, L.P.(1) | ||
| Class A Common Stock | 06/10/2020 | J(3) | 37,310 | D | $0.00 | 0 | I | By Sequoia Capital USGF Principals Fund IV, L.P.(1) | ||
| Class A Common Stock | 06/10/2020 | J(3) | 744,272 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Fund, LP(2) | ||
| Class A Common Stock | 06/10/2020 | J(3) | 81,788 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP(2) | ||
| Class A Common Stock | 06/10/2020 | J(3) | 16,515 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, LP(2) | ||
| Class A Common Stock | 06/10/2020 | J(4) | 59,600 | A | $0.00 | 240,677 | I | By estate planning vehicle | ||
| Class A Common Stock | 1,057(5) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (6) | 06/10/2020 | C | 846,819 | (6) | (6) | Class A Common Stock | 846,819 | $0.00 | 0 | I | By Sequoia Capital U.S. Growth Fund IV, L.P.(1) | |||
| Class B Common Stock | (6) | 06/10/2020 | C | 37,310 | (6) | (6) | Class A Common Stock | 37,310 | $0.00 | 0 | I | By Sequoia Capital USGF Principals Fund IV, L.P.(1) | |||
| Class B Common Stock | (6) | 06/10/2020 | C | 744,272 | (6) | (6) | Class A Common Stock | 744,272 | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Fund, LP(2) | |||
| Class B Common Stock | (6) | 06/10/2020 | C | 81,788 | (6) | (6) | Class A Common Stock | 81,788 | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP(2) | |||
| Class B Common Stock | (6) | 06/10/2020 | C | 16,515 | (6) | (6) | Class A Common Stock | 16,515 | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, LP(2) | |||
| Explanation of Responses: |
| 1. 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. The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the SC GFIV Funds except to the extent of his 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. |
| 2. SC US (TTGP), Ltd. is the sole general partner of SC U.S. Venture 2010 Management, L.P., which is the sole general partner of each of Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP, or collectively, the Venture 2010 Funds. The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the Venture 2010 Funds except to the extent of his 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. |
| 3. Represents a distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members. |
| 4. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (3) above. |
| 5. Represents 1,057 restricted stock units acquired pursuant to the Issuer's non-employee director compensation policy. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer and has no expiration date. The shares underlying the restricted stock unit award shall vest in full on the earlier of (a) the first anniversary of the grant date, and (b) the date of the Issuer's 2020 annual stockholders' meeting, subject to the Reporting Person providing continuous service to the Issuer on such date. |
| 6. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| Remarks: |
| /s/ Jung Yeon Son, Attorney-In-Fact | 06/12/2020 | |
| ** 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 4 (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. | ||