Flybridge Capital Partners GP III, LLC Form 4 Filed 2018-09-14

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 ^*

Flybridge Capital Partners GP III, LLC

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)

C/O FLYBRIDGE CAPITAL PARTNERS, 31 ST. JAMES AVENUE, 6TH FL

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2018

(Street)

BOSTON, MA 02116

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/12/2018		C		2,000,000	A	⁽¹⁾	2,000,000	I	By Flybridge Capital Partners III, L.P.⁽²⁾
Class A Common Stock	09/12/2018		J⁽³⁾		2,000,000	D	$ 0	0	I	By Flybridge Capital Partners III, L.P.⁽²⁾
Class A Common Stock	09/12/2018		J⁽³⁾		64,411	A	$ 0	69,384	I	See Footnote⁽⁴⁾
Class A Common Stock	09/12/2018		J⁽³⁾		21,598	A	$ 0	23,266	I	See Footnote⁽⁵⁾
Class A Common Stock	09/12/2018		J⁽³⁾		64,411	A	$ 0	69,384	I	See Footnote⁽⁶⁾
Class A Common Stock	09/12/2018		J⁽³⁾		21,598	A	$ 0	23,266	I	See Footnote⁽⁷⁾
Class A Common Stock	09/12/2018		C		4,640	A	⁽¹⁾	4,640	I	By Flybridge Network Fund III, L.P.⁽⁸⁾
Class A Common Stock	09/12/2018		J⁽⁹⁾		4,640	D	$ 0	0	I	By Flybridge Network Fund III, L.P.⁽⁸⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

09/12/2018

2,000,000

⁽¹⁾

Class A Common Stock

2,000,000

$ 0

1,223,379

By Flybridge Capital Partners III, L.P.⁽²⁾

Class B Common Stock

⁽¹⁾

09/12/2018

4,640

⁽¹⁾

Class A Common Stock

4,640

$ 0

2,840

By Flybridge Network Fund III, L.P.⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flybridge Capital Partners GP III, LLC C/O FLYBRIDGE CAPITAL PARTNERS 31 ST. JAMES AVENUE, 6TH FL BOSTON, MA 02116		X
FLYBRIDGE CAPITAL PARTNERS III LP C/O FLYBRIDGE CAPITAL PARTNERS 31 ST. JAMES AVENUE, 6TH FL BOSTON, MA 02116		X
FLYBRIDGE NETWORK FUND III LP C/O FLYBRIDGE CAPITAL PARTNERS 31 ST. JAMES AVENUE, 6TH FL BOSTON, MA 02116		X
Aronoff David B C/O FLYBRIDGE CAPITAL PARTNERS 31 ST. JAMES AVENUE, 6TH FL BOSTON, MA 02116		X
Bussgang Jeffrey J. C/O FLYBRIDGE CAPITAL PARTNERS 31 ST. JAMES AVENUE, 6TH FL BOSTON, MA 02116		X

Explanation of Responses:

1.	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. 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.	These shares are owned directly by Flybridge Capital Partners III, L.P. ("Flybridge Capital"). Flybridge Capital Partners G.P. III, L.L.C. ("Flybridge LLC") is the general partner of Flybridge Capital. The managing members of Flybridge LLC are Charles M. Hazard, Jr., David B. Aronoff and Jeffrey J. Bussgang (collectively, the "Managing Members") and they share voting and dispositive power over the shares held by Flybridge Capital. Mr. Hazard is also a director of the Issuer. Flybridge LLC and each of the Managing Members disclaims beneficial ownership of the securities held by Flybridge Capital except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
3.	Represents a distribution, and not a purchase or sale, without additional consideration by Flybridge Capital to its respective limited and general partners.
4.	The reportable securities are owned directly by Jeffrey J. Bussgang.
5.	The reportable securities are owned directly by Jeffrey J. Bussgang 2006 Irrev. Trust. Jeffrey J. Bussgang is a beneficiary of the Jeffrey J. Bussgang 2006 Irrev. Trust.
6.	The reportable securities are owned directly by David B. Aronoff.
7.	The reportable securities are owned directly by Aronoff Irrevocable Trust of 2005. David B. Aronoff is a beneficiary of the Aronoff Irrevocable Trust of 2005.
8.	These shares are owned directly by Flybridge Network Fund III, L.P. ("Flybridge Network"). Flybridge LLC is the general partner of Flybridge Network. The managing members of Flybridge LLC are the Managing Members and they share voting and dispositive power over the shares held by Flybridge Network. Mr. Hazard is also a director of the Issuer. Flybridge LLC and each of the Managing Members disclaims beneficial ownership of the securities held by Flybridge Network except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
9.	Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Flybridge Network to its limited partners.

	Signatures
	FLYBRIDGE CAPITAL PARTNERS III, L.P., By: Flybridge Capital Partners G.P. III, L.L.C., its managing member, By: /s/ Charles M. Hazard, Jr., Name: Charles M. Hazard, Jr., Title: Managing Member	09/14/2018
	FLYBRIDGE CAPITAL PARTNERS G.P. III, L.L.C., By: /s/ Charles M. Hazard, Jr., Name: Charles M. Hazard, Jr., Title: Managing Member	09/14/2018
	FLYBRIDGE NETWORK FUND III, L.P., By: Flybridge Capital Partners G.P. III, L.L.C., its managing member, By: /s/ Charles M. Hazard, Jr., Name: Charles M. Hazard, Jr., Title: Managing Member	09/14/2018
	/s/ David B. Aronoff	09/14/2018
	/s/ Jeffrey J. Bussgang	09/14/2018
	** Signature of Reporting Person	Date
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