Sec Form 4 Filing - Hazard Charles M Jr @ MongoDB, Inc. - 2018-04-17

Insider filing report for Changes in Beneficial Ownership
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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
Hazard Charles M Jr
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)
(Last) (First) (Middle)
C/O FLYBRIDGE CAPITAL PARTNERS, 31 ST. JAMES AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/17/2018
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 04/17/2018 C( 1 ) 1,503,481 A $ 0 ( 1 ) 1,503,481 I By Limited Partnership ( 2 ) ( 3 )
Class A Common Stock 04/17/2018 J( 4 ) 1,503,481 D $ 0 ( 4 ) 0 I By Limited Partnership ( 3 )
Class A Common Stock 04/17/2018 J( 5 ) 1,334 A $ 0 ( 5 ) 1,334 I By Trust
Class A Common Stock 04/17/2018 J( 6 ) 5,307 A $ 0 ( 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 (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
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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hazard Charles M Jr
C/O FLYBRIDGE CAPITAL PARTNERS
31 ST. JAMES AVENUE, 6TH FLOOR
BOSTON, MA02116
X X
Signatures
/s/ Alison Haggerty, Attorney-in-Fact 04/19/2018
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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