Sec Form 4 Filing - SC US (TTGP), LTD. @ MongoDB, Inc. - 2017-10-23

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2017
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series C Redeemable Convertible Preferred Stock ( 1 ) 10/23/2017 C 3,681,872 ( 1 ) ( 1 ) Class B Common Stock 2,761,404 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, LP ( 2 )
Series C Redeemable Convertible Preferred Stock ( 1 ) 10/23/2017 C 404,743 ( 1 ) ( 1 ) Class B Common Stock 303,557 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ( 2 )
Series C Redeemable Convertible Preferred Stock ( 1 ) 10/23/2017 C 81,699 ( 1 ) ( 1 ) Class B Common Stock 61,274 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ( 2 )
Series D Redeemable Convertible Preferred Stock ( 3 ) 10/23/2017 C 287,575 ( 3 ) ( 3 ) Class B Common Stock 215,681 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, LP ( 2 )
Series D Redeemable Convertible Preferred Stock ( 3 ) 10/23/2017 C 31,468 ( 3 ) ( 3 ) Class B Common Stock 23,601 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ( 2 )
Series D Redeemable Convertible Preferred Stock ( 3 ) 10/23/2017 C 6,378 ( 3 ) ( 3 ) Class B Common Stock 4,783 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ( 2 )
Series D Redeemable Convertible Preferred Stock ( 3 ) 10/23/2017 C 3,294,250 ( 3 ) ( 3 ) Class B Common Stock 2,470,687 $ 0 0 I By Sequoia Capital U.S. Growth Fund IV, LP ( 4 )
Series D Redeemable Convertible Preferred Stock ( 3 ) 10/23/2017 C 145,142 ( 3 ) ( 3 ) Class B Common Stock 108,856 $ 0 0 I By Sequoia Capital USGF Principals Fund IV, L.P. ( 4 )
Series E Redeemable Convertible Preferred Stock ( 5 ) 10/23/2017 C 840,325 ( 5 ) ( 5 ) Class B Common Stock 630,243 $ 0 0 I By Sequoia Capital U.S. Growth Fund IV, LP ( 4 )
Series E Redeemable Convertible Preferred Stock ( 5 ) 10/23/2017 C 37,024 ( 5 ) ( 5 ) Class B Common Stock 27,768 $ 0 0 I By Sequoia Capital USGF Principals Fund IV, L.P. ( 4 )
Series F Redeemable Convertible Preferred Stock ( 6 ) 10/23/2017 C 572,704 ( 6 ) ( 6 ) Class B Common Stock 286,352 $ 0 0 I By Sequoia Capital U.S. Growth Fund IV, LP ( 4 )
Series F Redeemable Convertible Preferred Stock ( 6 ) 10/23/2017 C 25,233 ( 6 ) ( 6 ) Class B Common Stock 12,616 $ 0 0 I By Sequoia Capital USGF Principals Fund IV, L.P. ( 4 )
Class B Common Stock ( 7 ) 10/23/2017 J( 8 ) 2,977,085 ( 7 ) ( 7 ) Class A Common Stock 2,977,085 $ 0 2,977,085 I By Sequoia Capital U.S. Venture 2010 Fund, LP ( 2 )
Class B Common Stock ( 7 ) 10/23/2017 J( 8 ) 327,158 ( 7 ) ( 7 ) Class A Common Stock 327,158 $ 0 327,158 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ( 2 )
Class B Common Stock ( 7 ) 10/23/2017 J( 8 ) 66,057 ( 7 ) ( 7 ) Class A Common Stock 66,057 $ 0 66,057 I By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ( 2 )
Class B Common Stock ( 7 ) 10/23/2017 J( 8 ) 3,387,282 ( 7 ) ( 7 ) Class A Common Stock 3,387,282 $ 0 3,387,282 I By Sequoia Capital U.S. Growth Fund IV, LP ( 4 )
Class B Common Stock ( 7 ) 10/23/2017 J( 8 ) 149,240 ( 7 ) ( 7 ) Class A Common Stock 149,240 $ 0 149,240 I By Sequoia Capital USGF Principals Fund IV, L.P. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. VENTURE 2010 MANAGEMENT, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGF IV MANAGEMENT LP
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL US GROWTH FUND IV LP
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd. 10/25/2017
Signature of Reporting Person Date
/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. 10/25/2017
Signature of Reporting Person Date
/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. 10/25/2017
Signature of Reporting Person Date
/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. 10/25/2017
Signature of Reporting Person Date
/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. 10/25/2017
Signature of Reporting Person Date
/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. 10/25/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the g eneral partner of SCGF IV Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund IV, L.P. 10/25/2017
Signature of Reporting Person Date
/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. 10/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series C Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
( 2 )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, each of 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.
( 3 )The Series D Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
( 4 )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, each of 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.
( 5 )The Series E Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.75 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
( 6 )The Series F Redeemable Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:0.5 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
( 7 )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.
( 8 )Immediately prior to the closing of the Issuer's initial public offering, each series of the Issuer's redeemable convertible preferred stock automatically converted into Class B Common Stock.

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