MongoDB (MDB) Form 4 MongoDB / Charles M Hazard Jr ownership change

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^*

Hazard Charles M Jr

(Last) (First) (Middle)

C/O FLYBRIDGE CAPITAL PARTNERS

31 ST. JAMES AVENUE, 6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/17/2018		C(1)		1,503,481	A	$0.00(1)	1,503,481	I	By Limited Partnership(2)(3)
Class A Common Stock	04/17/2018		J(4)		1,503,481	D	$0.00(4)	0	I	By Limited Partnership(3)
Class A Common Stock	04/17/2018		J(5)		1,334	A	$0.00(5)	1,334	I	By Trust
Class A Common Stock	04/17/2018		J(6)		5,307	A	$0.00(6)	5,307	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	04/17/2018		C			1,503,481(2)	(1)	(1)	Class A Common Stock	1,503,481	(1)	3,230,859(7)	I	By Limited Partnership(3)

Explanation of Responses:

1. Each 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.

2. 1,500,000 of these shares are owned by Flybridge Capital Partners III, L.P. ("Flybridge Capital") and 3,481 of these shares are owned by Flybridge Network Fund III, L.P. ("Flybridge Network").

3. The Reporting Person is one of three managing members of Flybridge Capital Partners GP III, LLC, the General Partner of each of Flybridge Capital and 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.

4. Represents a pro rata distribution without additional consideration of (a) 1,500,000 shares of Class A Common Stock by Flybridge Capital to its limited partners and (b) 3,481 shares of Class A Common Stock by Flybridge Network to its limited partners.

5. Represents the receipt by The Narragansett Bay Childrens Trust (the "Trust") of 1,334 shares of the 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.

6. Represents the receipt by the Reporting Person of 5,307 shares of the Class A Common Stock in the distribution by Flybridge Capital for no consideration as more specifically described in footnote 4 herein.

7. 3,223,379 of these shares are owned by Flybridge Capital and 7,480 of these shares are owned by Flybridge Network.

Remarks:

	/s/ Alison Haggerty, Attorney-in-Fact	04/19/2018
	** 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).
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