SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MongoDB, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
60937P106
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| Rule 13d-1(b) | |
| Rule 13d-1(c) | |
| X | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 60937P106 | 13G | |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kevin P. Ryan | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER 1,581,739 (See Item 4 herein) | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 836,166 (See Item 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 1,581,739 (See Item 4 herein) | |
WITH | 8 | SHARED DISPOSITIVE POWER 836,166 (See Item 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,417,905 (See Item 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% of Common Stock (4.8% of Class A Common Stock) (See Item 4 herein) | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 60937P106 | 13G | |
Item 1.
| (a) | Name of Issuer |
MongoDB, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
1633 Broadway, 38th Floor
New York, New York 10019
Item 2.
| (a) | Name of Person Filing |
Kevin P. Ryan
| (b) | Address of Principal Business Office or, if none, Residence |
The address for the principal business office of Kevin P. Ryan is:
c/o Alleycorp
335 Madison Avenue, 16th floor
New York, NY 10017
New York, NY 10017
| (c) | Citizenship |
United States
| (d) | Title of Class of Securities |
Class A Common Stock, $0.001 par value per share
| (e) | CUSIP Number |
60937P106
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE. |
| CUSIP No. 60937P106 | 13G | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: .
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2019: Mr. Ryan beneficially owned 2,417,905 shares of the Issuer’s Class B Common Stock, of which (i) 1,581,739 are held directly by him and (ii) 836,166 are held by The Kevin P. Ryan 2012 Trust for the benefit of his children. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share.
(b) Percent of class:
Based on (i) 47,998,128 shares of the Issuer’s Class A Common Stock issued and outstanding and (ii) 8,953,862 shares of the Issuer’s Class B Common Stock issued and outstanding, in each case, as of December 31, 2019, and the information set forth in (a) above, Mr. Ryan beneficially owned 4.3% of the Issuer’s outstanding Common Stock, representing 17.6% of the total voting power of the Issuer’s outstanding Common Stock, and 4.8% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Ryan as converted for purposes of computing this percentage).
| CUSIP No. 60937P106 | 13G | |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote – 1,581,739 |
| (ii) | Shared power to vote or to direct the vote – 836,166 |
| (iii) | Sole power to dispose or to direct the disposition of – 1,581,739 |
| (iv) | Shared power to dispose or to direct the disposition of – 836,166 |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
Item 10. Certification
Not Applicable.
| CUSIP No. 60937P106 | 13G | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2020 | By: /s/Kevin P. Ryan Kevin P. Ryan |