SEC Info - Ryan Kevin P - ‘3’ for 10/18/17 re: MongoDB, Inc.

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

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1. Name and Address of Reporting Person^*

RYAN KEVIN P

(Last)

(First)

(Middle)

C/O MONGODB, INC.

229 WEST 43RD STREET, 5TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/17

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

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

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

5. 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 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)
Class A Common Stock	0	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾	131,661	⁽¹⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,866,994	⁽²⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,018,166	⁽²⁾	I	By Trust ⁽³⁾

Explanation of Responses:

(1) Each share of the Series B Preferred Stock will automatically convert into approximately 0.75 shares of Class B Common Stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

(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 its 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, 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.

(3) These shares are held by The Kevin P. Ryan 2012 Trust (the "Trust") for the benefit of the Reporting Person's children. The Reporting Person is the trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Alison Haggerty, Attorney-in-Fact	10/18/17
	** 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.

Ryan Kevin P – ‘3’ for 10/18/17 re: MongoDB, Inc.

On: Wednesday, 10/18/17, at 7:01pm ET · For: 10/18/17 · Accession #: 1209191-17-57368 · File #: 1-38240

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Ryan Kevin P – ‘3’ for 10/18/17 re: MongoDB, Inc.

On: Wednesday, 10/18/17, at 7:01pm ET · For: 10/18/17 · Accession #: 1209191-17-57368 · File #: 1-38240

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents