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TABLE OF CONTENTS
MONGODB, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on October 6, 2017.

Registration Statement No. 333-220557


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



MONGODB, INC.
(Exact name of registrant as specified in its charter)




Delaware
(State or other jurisdiction of
incorporation or organization)

 

7372
(Primary Standard Industrial
Classification Code Number)
229 W. 43rd Street, 5th Floor
New York, NY 10036
646-727-4092

 

26-1463205
(I.R.S. Employer
Identification Number)

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Dev Ittycheria
President and Chief Executive Officer
MongoDB, Inc.
229 W. 43rd Street, 5th Floor
New York, NY 10036
646-727-4092
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Babak Yaghmaie
Eric Jensen
Nicole Brookshire
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036
212-479-6000

 

Michael Gordon
Andrew Stephens
MongoDB, Inc.
229 W. 43rd Street, 5th Floor
New York, NY 10036
646-727-4092

 

Jeffrey D. Saper
Michael C. Labriola
Megan J. Baier
Wilson Sonsini Goodrich & Rosati, P.C.
1301 Avenue of the Americas, 40th Floor
New York, NY 10019
212-999-5800

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.



           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    o



           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o   Accelerated Filer o   Non-accelerated Filer ý   Smaller Reporting Company o

Emerging growth company ý

           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed
Maximum
Offering Price
Per Share

  Proposed
Maximum
Aggregate
Offering Price(2)

  Amount of
Registration
Fee(3)

 

Class A Common Stock, $0.001 par value per share

  9,200,000   $20.00   $184,000,000   $22,908

 

(1)
Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes shares that the underwriters have the option to purchase.

(2)
Estimated solely for purposes of computing the amount of the registration fee.

(3)
The registrant previously paid $11,590 in connection with the original filing of this Registration Statement on September 21, 2017.



           The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)
Issued October 6, 2017

8,000,000 Shares

LOGO

Class A Common Stock



        MongoDB, Inc. is offering 8,000,000 shares of its Class A common stock. This is our initial public offering, and no public market currently exists for our shares of Class A Common Stock. We anticipate that the initial public offering price of the Class A common stock will be between $18.00 and $20.00 per share.



        We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible into one share of Class A common stock at any time. Outstanding shares of Class B common stock will represent approximately 98% of the voting power of our outstanding capital stock immediately following the closing of this offering, with our directors and executive officers and their affiliates holding approximately 70%, assuming in each case no exercise of the underwriters' over-allotment option.



        We have applied to list our Class A common stock on the NASDAQ Global Market under the symbol "MDB."



        We are an "emerging growth company" as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 16.



PRICE $             PER SHARE



           
 
 
  Price to Public
  Underwriting
Discounts and
Commissions(1)

  Proceeds to
MongoDB

 

Per Share

  $                       $                       $                    
 

Total

  $                       $                       $                    

 

(1)
See "Underwriting" for a description of the compensation payable to the underwriters.

        We have granted the underwriters the right to purchase up to an additional 1,200,000 shares of Class A common stock to cover over-allotments.

        The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        The underwriters expect to deliver the shares of Class A common stock to purchasers on                                    , 2017.



Morgan Stanley   Goldman Sachs & Co. LLC   Barclays   Allen & Company LLC
Stifel   Canaccord Genuity   JMP Securities

   

                    , 2017


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LOGO


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  Page  

Prospectus Summary

    1  

Risk Factors

    16  

Special Note Regarding Forward-Looking Statements

    48  

Industry and Market Data

    49  

Use of Proceeds

    50  

Dividend Policy

    51  

Capitalization

    52  

Dilution

    55  

Selected Consolidated Financial Data

    58  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    60  

Business

    87  

Management

    106  

Executive Compensation

    114  

Certain Relationships and Related Party Transactions

    128  

Principal Stockholders

    130  

Description of Capital Stock

    133  

Shares Eligible for Future Sale

    139  

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders

    142  

Underwriting

    146  

Legal Matters

    153  

Experts

    153  

Where You Can Find Additional Information

    153  

Index to Consolidated Financial Statements

    F-1  



        You should rely only on the information contained in this document and any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by us or on our behalf. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

        Through and including                , 2017 (25 days after the date of this prospectus), all dealers that effect transactions in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

        For investors outside the United States: We and the underwriters have not done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus and the information set forth under the sections titled "Risk Factors," "Special Note Regarding Forward-Looking Statements," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unless the context otherwise requires, we use the terms "MongoDB," "company," "our," "us," and "we" in this prospectus to refer to MongoDB, Inc. and, where appropriate, our consolidated subsidiaries. Our fiscal year ends January 31.


MONGODB, INC.

Overview

        MongoDB is the leading modern, general purpose database platform. Our platform unleashes the power of software and data for developers and the applications they build.

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. To compete effectively in today's global, data-driven market environment, organizations must provide their end-users with applications that capture and leverage the vast volumes and varieties of available data. As a result, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        A database is at the heart of every software application. As a result, selecting a database is a highly strategic decision that directly affects developer productivity, application performance and organizational competitiveness. We built our platform to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our platform addresses the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. This allows software developers to build or modernize applications quickly and intuitively, making developers more productive and giving their organizations a competitive advantage.

        Relational databases were first developed in the 1970s and their underlying architecture remains largely unchanged even though the nature of applications, how they are deployed and their role in business have evolved dramatically. Modern software development is highly iterative and requires flexibility. Relational databases were not built to support the volume, variety and velocity of data being generated today, hindering application performance and developer productivity. In a relational database environment, developers are often required to spend significant time fixing and maintaining the linkages between modern applications and the rigid database structures that are inherent in relational offerings. Further, relational databases were built before cloud computing was popularized and were not designed for "always-on" globally distributed deployments. These factors have left developers and their organizations in need of more agile and effective database alternatives. A number of non-relational database alternatives, sometimes called NoSQL, have attempted to address the limitations of relational databases, but they have not achieved widespread developer mindshare and marketplace adoption. Based on DB-Engines' rankings, we have been the leading modern database by popularity worldwide since 2013. When we refer to a modern database, we are referring to a database that was originally commercialized after the year 2000 and that is designed for globally distributed deployments.

        Our unique platform architecture combines the best of both relational and non-relational databases. We believe our core platform differentiation is driven by our ability to address the needs of

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organizations for performance, scalability, flexibility and reliability while maintaining the strengths of relational databases. Our document-based architecture enables developers to manage data in a more natural way, making it easy and intuitive for developers to rapidly and cost-effectively build, modernize, deploy and maintain applications, thereby increasing developer productivity. Customers can run our platform in any environment, depending on their operational requirements: in the cloud, on-premise or in a hybrid environment.

        We believe we have a highly differentiated business model. Our platform is offered under a software subscription business model, with subscription revenue accounting for 90% and 91% of our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. Our Community Server offering may be downloaded multiple times by an individual user prior to any subsequent subscription purchase. This allows developers to evaluate our platform in a frictionless manner, which we believe has contributed to our platform's popularity and driven enterprise adoption of our subscription offering. Our software has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone. We provide our platform under a licensing model that protects our intellectual property and supports our software subscription business model.

        We have experienced rapid growth. As of July 31, 2017, we had over 4,300 customers across a wide range of industries and in more than 85 countries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. Our customers include over half of the Global Fortune 100 companies. As of July 31, 2017, we had over 1,350 customers that were sold through our direct sales force and channel partners, as compared to over 900 and over 1,200 such customers as of January 31, 2016 and 2017, respectively. These customers accounted for 96%, 95% and 92% of our subscription revenue for the fiscal years ended January 31, 2016 and 2017 and the six months ended July 31, 2017, respectively. For the fiscal years ended January 31, 2015, 2016 and 2017, our total revenue was $40.8 million, $65.3 million and $101.4 million, respectively, representing year-over-year growth of 60% for fiscal year 2016 and 55% for fiscal year 2017. For the six months ended July 31, 2017, our total revenue was $68.0 million, representing a 51% increase over revenue for the six months ended July 31, 2016. We believe our net annual recurring revenue, or ARR, expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates the attractiveness of our platform to our customers. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" for a description of ARR and a discussion of net ARR expansion rate. Our net loss was $76.7 million, $73.5 million, $86.7 million and $45.8 million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our operating cash flow was $(62.0) million, $(47.0) million, $(38.1) million and $(26.9) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our free cash flow was $(64.7) million, $(47.4) million, $(39.8) million and $(28.5) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Non-GAAP Free Cash Flow."

Industry Background

        There are a number of important industry trends and market dynamics that are transforming the ways organizations utilize software applications and leverage the underlying data. These include:

Software Applications Are Transforming Business

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. Disruptive companies are leveraging

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software applications to redefine large global industries such as entertainment, financial services, healthcare, hospitality, lodging, retail and transportation. At the same time, more traditional companies that historically have not primarily relied on software innovation as a key differentiator are increasingly modernizing their operations by investing significantly in software application development and hiring developers to differentiate themselves competitively.

Software Developers Are Strategically Important to Organizations

        As software applications have become essential to all businesses, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        Corporate IT departments have historically dictated the technologies that developers could use. With the rising influence of developers and the prevalence of cloud-based software solutions, developers are increasingly able and empowered to make their own technology choices.

A Database Is at the Heart of Every Application

        Every software application requires a database to store, organize and process data. A database directly impacts an application's performance, scalability, flexibility and reliability. For this reason, the selection of a database is a highly strategic decision impacting application performance and organizational competitiveness. Similarly, as developers modernize or upgrade an existing application, they choose whether a new database can better meet their requirements. Large organizations can have tens of thousands of applications and associated databases.

The Volume, Variety and Velocity of Data Today Complicates Application Development

        The volume, variety and velocity of data generated and accessed through applications worldwide is increasing, driven by the rise of cloud computing, the increasing prevalence of mobile, social and Internet of Things, or IoT, applications, and the low cost of storage. The Cisco Global Cloud Index estimates that 600 zettabytes, or ZBs, of data will be generated annually by all people, machines and things by 2020, up from 145 ZBs generated in 2015. Accompanying this explosion in data volume is an expansion in the variety of data, including data with different structures, often called semi-structured data, and new patterns of data, such as time-series data. This places increasing pressure on the developers who build and maintain software applications to select the right database for an application, to ensure that the database can accommodate the required volume, variety and velocity of data to deliver the desired end-user experience.

Organizations Are Modernizing their IT Infrastructure and Adopting Cloud Architectures

        Organizations worldwide are undergoing a fundamental modernization of legacy IT infrastructure and rapidly adopting cloud or hybrid architectures. As developers re-platform existing applications, they have the opportunity to re-evaluate the underlying database platform that the application is built on to ensure that it will support the functionality required today and is flexible enough to adapt to future requirements. In addition, organizations prefer solutions that do not lock them in to any one public cloud provider, which limits their flexibility and exposes them to potential cost increases over time.

Limitations of Relational and Other Existing Databases

        Relational databases were first developed in the 1970s. These legacy databases became the foundational technology for mainframe and client server-based applications, providing sophisticated and efficient access to data, guarantees of data integrity and valuable enterprise-oriented features, including management tools and integrations. These core capabilities remain important today.

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        The underlying architecture of relational databases, however, remains largely unchanged even though the nature of applications, how they are deployed and their role in business have evolved dramatically. Relational databases were not built to deliver the performance, scalability, flexibility and reliability required by modern applications. These legacy databases use rigid, inflexible schemas, where data is stored in tables of rows and columns, and where even simple schema changes can be complicated. Modern software development is highly iterative and requires flexibility, and this rigid structure makes it costly and time consuming for developers to build, maintain and update applications as required. Further, relational databases were built before cloud computing was popularized and were not designed for "always-on" globally distributed deployments. All of these factors hinder developer productivity and reduce organizational competitiveness, leaving developers and their organizations in need of more effective, more agile, lower cost database solutions.

        A number of non-relational database alternatives have attempted to address the limitations of relational databases. However, in attempting to solve the challenges of legacy relational databases, many of these vendors have made architectural choices that compromised many of the core capabilities of relational databases, limiting these vendors to a relatively narrow set of use cases. As a result, they have not achieved widespread developer mindshare and marketplace adoption.

Our Market Opportunity

        The database market is one of the largest in the software industry. According to IDC, the worldwide database software market, which it refers to as structured data management software, was $44.6 billion in 2016 and is expected to grow to $61.3 billion in 2020, representing an 8% compound annual growth rate. Legacy database vendors have historically dominated this market. We believe this market is one of the few within the enterprise technology stack that has yet to be disrupted by a modern alternative, creating our opportunity.

Our Unique Approach to Our Opportunity

        We believe that there are two important and highly differentiating aspects of our approach to the large and highly strategic database market.

        Our Unique Platform Architecture.    Our platform architecture, called our Nexus Architecture, combines the best of both relational and non-relational databases. Our Nexus Architecture delivers the benefits of relational databases, including sophisticated and efficient access to data, guarantees of data integrity and enterprise management tools and integrations, while providing the scalability, flexibility and always-on reliability required for modern applications. Our design choices allow us to support a broad range of application use cases and increase the appeal for organizations to standardize on our platform, further contributing to the broad scope of our market opportunity. In fiscal year 2017, approximately 30% of our new business resulted from the migration of applications from relational databases.

        Our Unique Business Model.    We believe we have a highly differentiated business model that combines the developer mindshare and adoption benefits of open source with the economic benefits of a proprietary software subscription business model. To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. This allows developers to evaluate our platform in a frictionless manner, which we believe has contributed to our platform's popularity among developers and driven enterprise adoption of our subscription offering. Community Server has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone. Unlike software companies built around third-party open source projects, we own the intellectual property of our offerings since we are the creators of the software, enabling our proprietary software subscription business model. Subscription revenue accounted for 90% and 91% of

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our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. The economic attractiveness of our subscription-based model is driven by customer renewals and increasing existing customer subscriptions over time, referred to as land-and-expand.

Our Solution

        MongoDB is the leading, modern database platform, built to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our primary subscription package is MongoDB Enterprise Advanced, our comprehensive offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment. MongoDB Enterprise Advanced includes our proprietary database server, advanced security, enterprise management capabilities, our graphical user interface, analytics integrations, technical support and a commercial license to our platform. We also offer MongoDB Atlas, our cloud hosted database-as-a-service, or DBaaS, offering that includes comprehensive infrastructure and management of our Community Server offering. The key differentiators of our platform include:

    We Built a Modern Platform for Applications.  Our founders were frustrated by the challenges of working with legacy database offerings. Our platform was built to address these challenges while maintaining the best aspects of relational databases, allowing developers both to build new, modern applications that could not be built on relational databases and to more quickly and easily modernize existing applications. Core features and capabilities of our platform include:

    Performance.  We deliver the extreme throughput and predictable low-latency required by the most demanding applications and leverage modern server architectures, delivering millions of operations per second.

    Scalability.  Our architecture scales horizontally across thousands of servers, supporting petabytes of data and millions of users in a globally distributed environment.

    Flexibility.  Our document-based architecture easily accommodates the variety of data required by modern applications.

    Reliability.  Our platform includes the critical, advanced security features and fault-tolerance that enterprises demand. It was built to operate in a globally distributed environment for "always-on" applications.

    We Built Our Platform for Developers.  MongoDB was built by developers for developers. We architected our platform with robust functionality and made it easy and intuitive for developers to build, modernize, deploy and maintain applications rapidly and cost-effectively, thereby increasing developer productivity. Our document-based architecture enables developers to manage and interact with data in a more natural way. As a result, developers can focus on the application and end-user experience as they do not have to spend significant time fixing and maintaining the linkages between the application and a rigid relational database structure. We also offer drivers in all leading programming languages, allowing developers to interact with our platform using the programming language of their choice, further increasing developer productivity.

    We Allow Customers to Run Any Application Anywhere.  As a general purpose database, we support applications across a wide range of use cases. Our software is easily configurable, allowing customers to adjust settings and parameters to optimize performance for a specific application and use case. Customers can run our platform in any environment, depending on their operational requirements: in the cloud, on-premise or in a hybrid environment. In addition, customers can deploy our platform in any of the public cloud alternatives, providing them with increased flexibility and cost-optimization opportunities by preventing public cloud vendor lock-in.

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Key Customer Benefits

        Our platform delivers the following key business benefits for our customers:

    Maximize Competitive Advantage through Software and Data.  Our platform is built to support modern applications, allowing organizations to harness the full power of software and data to drive competitive advantage. Developers use our platform to build new, operational and customer-facing applications, including applications that cannot be built on relational databases. As a result, our platform can help drive our customers' ability to compete, improve end-user satisfaction, increase their revenue and gain market share.

    Increase Developer Productivity.  By empowering developers to build or modernize applications quickly and cost-efficiently, we enable developers' agility, accelerating the time-to-revenue for new products.

    Deliver High Reliability for Mission-Critical Deployments.  Our platform is designed to support mission-critical applications by being fault-tolerant and always on, reducing downtime for our customers and minimizing the risk of lost revenue.

    Reduce Total Cost of Ownership.  The speed and efficiency of application development using our platform, coupled with decreased developer resources required for application maintenance, can result in a dramatic reduction in the total cost of ownership for organizations. In addition, our platform runs on commodity hardware, requires less oversight and management from operations personnel and can operate in the cloud or other low-cost environments, leading to reduced application-related costs for our customers.

Our Growth Strategy

        We are pursuing our large market opportunity with growth strategies that include:

    Acquire New Customers.  We believe there is a substantial opportunity to continue to grow our customer base. We benefit from word-of-mouth awareness and frictionless usage and experimentation by the developer community through our Community Server offering. As a result, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. While we sell to organizations of all sizes across a broad range of industries, our key focus is on enterprises that invest more heavily in software application development and deployment. These organizations have a greater need for databases and, in the largest enterprises, can have tens of thousands of applications and associated databases.

    Drive Usage of MongoDB Atlas.  In June 2016, we introduced MongoDB Atlas, our DBaaS offering. This hosted cloud offering is an important part of our run-anywhere solution and allows us to generate revenue from Community Server, converting users who do not need all of the benefits of MongoDB Enterprise Advanced into customers. To accelerate adoption of this hosted cloud offering, we recently introduced tools to easily migrate existing users of our Community Server offering to become customers of MongoDB Atlas.

    Expand Sales Within Our Customer Base.  We seek to grow our sales with our customers in several ways. As an application grows and requires additional capacity, our customers increase their subscriptions to our platform. In addition, our customers may expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their IT infrastructure and move to the cloud, they may migrate applications from legacy databases. Even within our largest customers, we believe we currently represent a small percentage of their overall spend on databases, reflecting our small market penetration. Our net ARR expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates our ability to expand within existing customers.

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    Extend Product Leadership and Introduce New Products.  We intend to continue to invest in our product offerings with the goal of becoming the most widely deployed database in the world. We direct our product innovation toward initiatives intended to drive customer adoption and expansion and increase developer productivity.

    Foster the MongoDB Developer Community.  We have attracted a large and growing community of highly engaged developers, who have downloaded our Community Server offering over 30 million times from our website alone since February 2009. We believe that the engagement of developers increases our brand awareness. Many of these developers become proponents of MongoDB within their organizations, which may result in new enterprise customers selecting our platform as well as expansion opportunities within existing customers. We intend to continue to invest in the MongoDB developer community.

    Grow and Cultivate Our Partner Ecosystem.  We have built a partner ecosystem of independent software vendors, systems integrators, value added resellers and technology partners. Our partners include Accenture, Adobe, Amazon Web Services, or AWS, Cisco, Google, Infosys, Microsoft, Splunk, Tableau and more than 1,000 other organizations. We intend to continue to expand and enhance our partner relationships to grow our market presence and drive greater sales efficiency.

    Expand Internationally.  We believe there is significant opportunity to continue to expand the use of our platform outside the United States. In both the fiscal year ended January 31, 2017 and the six months ended July 31, 2017, total revenue generated outside of the United States was 35% of our total revenue. We intend to continue to expand our sales and drive adoption of our platform globally.

Selected Risks Affecting Our Business

        Investing in our Class A common stock involves risk. You should carefully consider all the information in this prospectus prior to investing in our Class A common stock. These risks are discussed more fully in the section entitled "Risk Factors" immediately following this prospectus summary. These risks and uncertainties include, but are not limited to, the following:

    We have a limited operating history, which makes it difficult to predict our future results of operations.

    We have a history of losses, and as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability.

    Because we derive substantially all of our revenue from our database platform, failure of this platform to satisfy customer demands, could adversely affect our business, results of operations, financial condition and growth prospects.

    We currently face significant competition.

    If we do not effectively expand our sales and marketing organization, we may be unable to add new customers or increase sales to our existing customers.

    Our adoption strategies include offering Community Server and a free tier MongoDB Atlas, and we may not be able to realize the benefits of these strategies.

    We have invested significantly in our MongoDB Atlas offering and if it fails to achieve market adoption our business, results of operations and financial condition could be harmed.

    We could be negatively impacted if the GNU Affero General Public License version 3 and other open source licenses under which some of our software is licensed are not enforceable.

    We offer Community Server under an open source license, which could negatively affect our ability to monetize and protect our intellectual property rights.

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    If we are not able to introduce new features or services successfully and to make enhancements to our software or services, our business and results of operations could be adversely affected.

    If we fail to continue to grow and to manage our growth effectively, we may be unable to execute our business plan, increase our revenue, improve our results of operations, maintain high levels of service, or adequately address competitive challenges.

    The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change of control. Specifically, outstanding shares of Class B common stock will represent approximately 98% of the voting power of our outstanding capital stock immediately following the closing of this offering, with our directors and executive officers and their affiliates holding approximately 70%, assuming in each case no exercise of the underwriters' over-allotment option.

Corporate Information

        MongoDB, Inc. was incorporated under the laws of the State of Delaware in November 2007, under the name 10Gen, Inc. We changed our name to MongoDB, Inc. on August 27, 2013. Our principal executive offices are located at MongoDB, Inc., 229 W. 43rd Street, 5th Floor, New York, NY 10036. Our telephone number is 646-727-4092. Our website address is www.mongodb.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our Class A common stock.

        "MongoDB" and the MongoDB leaf logo, and other trademarks or service marks of MongoDB, Inc. appearing in this prospectus are the property of MongoDB, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols.

Implications of Being an Emerging Growth Company

        We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

    a requirement to have only two years of audited financial statements and only two years of related selected financial data and management's discussion and analysis of financial condition and results of operations disclosure;

    an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

    an exemption from implementation of new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

    reduced disclosure obligations regarding executive compensation arrangements; and

    no requirement to seek nonbinding advisory votes on executive compensation or golden parachute arrangements.

        We may take advantage of some or all these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which our annual

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gross revenue is $1.07 billion or more, or (c) in which we are deemed to be a "large accelerated filer," under the rules of the U.S. Securities and Exchange Commission, or SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior July 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

        We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of our financials to those of other public companies more difficult. In addition, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. Further, it is possible that some investors will find our Class A common stock less attractive as a result of these elections, which may result in a less active trading market for our Class A common stock and higher volatility in our stock price.

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THE OFFERING

Class A common stock offered by us

  8,000,000 shares

Class A common stock to be outstanding after this offering

 

8,068,199 shares

Class B common stock to be outstanding after this offering

 

40,900,106 shares

Total Class A common stock and Class B common stock to be outstanding after this offering

 

48,968,305 shares

Over-allotment option of Class A common stock offered by us

 

1,200,000 shares

Voting rights

 

We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share, on all matters that are subject to stockholder vote. The holders of Class B common stock also have approval rights for certain corporate actions. Each share of Class B common stock may be converted into one share of Class A common stock at any time at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of our capital stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock. See the section titled "Description of Capital Stock" for additional information.

 

Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. Immediately following the closing of this offering, our directors and executive officers and their affiliates will beneficially own approximately 70% of the voting power of our outstanding capital stock (assuming in each case no exercise of the underwriters' over-allotment option) and will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of

   

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our directors. See "Principal Stockholders" and "Description of Capital Stock."

Use of proceeds

 

We estimate that we will receive net proceeds of approximately $138.2 million (or approximately $159.4 million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriter discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock, and facilitate our future access to the capital markets.

 

We currently intend to use the net proceeds of this offering for working capital and other general corporate purposes. We may use a portion of the proceeds from this offering for acquisitions or strategic investments in businesses or technologies, although we do not currently have any plans for any such acquisitions or investments. See "Use of Proceeds" for additional information.

Directed share program

 

At our request, the underwriters have reserved for sale at the initial public offering price per share up to 400,000 shares of our Class A common stock, or up to 5% of the shares of Class A common stock offered by this prospectus, to certain individuals through a directed share program, including our executive officers and employees, as well as friends and family members of our executive officers, founders and certain members of senior management. If purchased by these persons, these shares will not be subject to a lock-up restriction, except in the case of shares purchased by any executive officer or employee, which will be subject to a 180-day lock-up restriction. The number of shares of Class A common stock available for sale to the general public will be reduced by the number of reserved shares sold to these individuals. Any reserved shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered under this prospectus. See "Underwriting."

Risk factors

 

See "Risk Factors" and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Proposed NASDAQ symbol

 

"MDB"

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        The number of shares of our Class A common stock and Class B common stock that will be outstanding after this offering is based on 68,199 shares of Class A common stock and 40,900,106 shares of Class B common stock outstanding as of July 31, 2017, and excludes:

    2,918,476 shares of Class A common stock and 9,514,220 shares of Class B common stock, in each case, issuable upon the exercise of options outstanding as of July 31, 2017, at a weighted-average exercise price of $8.95 and $6.43 per share, respectively;

    123,602 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2017, at a weighted-average exercise price of $5.85 per share;

    an additional 5,003,719 shares of Class A common stock reserved for future issuance pursuant to our 2016 Equity Incentive Plan, as amended and restated in connection with this offering, as well as, upon the expiration or termination prior to exercise of any shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2008 Stock Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 9,514,220; and

    995,000 shares of Class A common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective.

        Unless otherwise indicated, this prospectus reflects and assumes the following:

    a one-for-two reverse stock split of our common stock, effected October 5, 2017;

    the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 26,952,887 shares of our Class B common stock immediately prior to the closing of this offering;

    no exercise of outstanding options or warrants after July 31, 2017;

    no exercise by the underwriters of their over-allotment option to purchase additional shares of our Class A common stock; and

    the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the closing of this offering.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

        We derived the summary consolidated statements of operations data for the fiscal years ended January 31, 2016 and 2017 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary consolidated statements of operations data for the six months ended July 31, 2016 and 2017 and the summary consolidated balance sheet data as of July 31, 2017 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of our unaudited interim consolidated financial statements. We derived the summary consolidated statement of operations data for the fiscal year ended January 31, 2015 from our audited consolidated financial statements not included in this prospectus. Our fiscal year ends January 31.

        Historical results are not necessarily indicative of the results that may be expected in the future, and the results for the six months ended July 31, 2017 are not necessarily indicative of the results to be expected for the full year or any other period. When you read this summary consolidated financial data, it is important that you read it together with the historical consolidated financial statements and the related notes included elsewhere in this prospectus, as well as the sections of this prospectus titled "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  Year Ended January 31,   Six Months Ended July 31,  
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Consolidated Statements of Operations Data:

                               

Revenue:

                               

Subscription

  $ 34,109   $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,679     6,710     10,123     4,906     6,272  

Total revenue

    40,788     65,271     101,358     45,119     67,990  

Cost of revenue(1):

                               

Subscription

    11,305     13,146     19,352     8,675     13,765  

Services

    6,805     7,715     10,515     5,628     5,622  

Total cost of revenue

    18,110     20,861     29,867     14,303     19,387  

Gross profit

    22,678     44,410     71,491     30,816     48,603  

Operating expenses:

                               

Sales and marketing(1)

    52,072     56,613     78,584     37,454     49,037  

Research and development(1)

    33,316     43,465     51,772     25,240     28,826  

General and administrative(1)

    13,005     17,070     27,082     13,531     16,704  

Total operating expenses

    98,393     117,148     157,438     76,225     94,567  

Loss from operations

    (75,715 )   (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense), net

    (660 )   (306 )   (15 )   233     676  

Loss before provision for income taxes

    (76,375 )   (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    298     442     719     150     481  

Net loss

  $ (76,673 ) $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

Net loss per share attributable to common stockholders, basic and diluted

  $ (7.21 ) $ (6.54 ) $ (7.10 ) $ (3.85 ) $ (3.42 )

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  Year Ended January 31,   Six Months Ended July 31,  
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted(2)

    10,633,985     11,240,696     12,211,711     11,763,154     13,386,109  

Pro forma net loss per share attributable to common stockholders, basic and diluted(2)

              $ (2.28 )       $ (1.14 )

Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted(2)

                38,068,020           40,296,208  

(1)
Includes stock-based compensation expense as follows:
 
  Year Ended
January 31,
  Six Months
Ended July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands)
 

Cost of revenue—subscription

  $ 182   $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    187     272     482     327     170  

Sales and marketing

    2,637     3,524     5,514     3,251     2,697  

Research and development

    2,194     4,034     5,755     3,312     2,567  

General and administrative

    1,897     4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 7,097   $ 12,787   $ 21,004   $ 12,283   $ 9,371  
(2)
See Note 10 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share and pro forma net loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.

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  As of July 31, 2017  
 
  Actual   Pro forma(1)   Pro forma as
adjusted(2)(3)
 
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                   

Cash, cash equivalents and short-term investments

  $ 92,451   $ 92,451   $ 231,838  

Working capital(4)

    29,347     29,347     170,342  

Total assets

    157,916     157,916     294,518  

Deferred revenue, current and non-current

    105,266     105,266     105,266  

Long-term debt, current and non-current, net of debt issuance costs

             

Redeemable convertible preferred stock warrant liability

    1          

Redeemable convertible preferred stock

    346,428          

Accumulated deficit

    (393,170 )   (393,170 )   (393,170 )

Total stockholders' (deficit) equity

    (318,197 )   28,232     166,441  

(1)
Pro forma consolidated balance sheet data reflects (a) the conversion of all outstanding shares of redeemable convertible preferred stock into Class B common stock as if such conversion had occurred on July 31, 2017; (b) the reclassification of our redeemable convertible preferred stock warrant liability to stockholders' equity in connection with the expiration of our outstanding redeemable convertible preferred stock warrants; and (c) the filing of our amended and restated certificate of incorporation, each of which will occur immediately prior to the completion of this offering.

(2)
Pro forma as adjusted consolidated balance sheet data reflects the pro forma items described immediately above and our sale of 8,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3)
Pro forma as adjusted consolidated balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted cash, cash equivalents and short-term investments, working capital, total assets and total stockholders' equity by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease pro forma as adjusted cash, cash equivalents and short-term investments, working capital, total assets and total stockholders' equity by approximately $17.7 million, assuming that the assumed initial offering price to the public remains the same, and after deducting estimated underwriting discounts and commissions.

(4)
We define working capital as current assets less current liabilities. See our consolidated financial statements and the related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.

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RISK FACTORS

        Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus, before making a decision to invest in our Class A common stock. Any of the following risks could have an adverse effect on our business, results of operations, financial condition and prospects, and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment. Our business, results of operations, financial condition, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Risks Related to Our Business and Industry

We have a limited operating history, which makes it difficult to predict our future results of operations.

        We were incorporated in 2007 and introduced MongoDB Community Server in 2009, MongoDB Enterprise Advanced in 2013 and MongoDB Atlas in 2016. As a result of our limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to accurately predict future growth. Our historical revenue growth has been inconsistent and should not be considered indicative of our future performance. Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our subscription offerings and related services, reduced conversion of our open source users to paying customers, increasing competition, changes to technology or our intellectual property or our failure, for any reason, to continue to capitalize on growth opportunities. We have also encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

We have a history of losses, and as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability.

        We have incurred net losses in each period since our inception, including net losses of $73.5 million, $86.7 million and $45.8 million for fiscal years 2016 and 2017 and the six months ended July 31, 2017, respectively. We had an accumulated deficit of $393.2 million as of July 31, 2017. We expect our operating expenses to increase significantly as we increase our sales and marketing efforts, continue to invest in research and development, and expand our operations and infrastructure, both domestically and internationally. In addition, we expect to incur significant additional legal, accounting, and other expenses related to being a public company. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we expect to continue to generate losses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain profitability.

Because we derive substantially all of our revenue from our database platform, failure of this platform to satisfy customer demands could adversely affect our business, results of operations, financial condition and growth prospects.

        We derive and expect to continue to derive substantially all of our revenue from our database platform. As such, market adoption of our database platform is critical to our continued success. Demand for our platform is affected by a number of factors beyond our control, including continued market acceptance by developers, the availability of our Community Server offering, the continued

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volume, variety and velocity that data is generated, timing of development and release of new offerings by our competitors, technological change, and the rate of growth in our market. If we are unable to continue to meet the demands of our customers and the developer community, our business operations, financial results and growth prospects will be materially and adversely affected.

We currently face significant competition.

        The database software market, for both relational and non-relational database products, is highly competitive, rapidly evolving and others may put out competing databases or sell services in connection with existing open source databases, including ours. The principal competitive factors in our market include: mindshare with software developers and IT executives; product capabilities, including flexibility, scalability, performance, security and reliability; flexible deployment model, including in the cloud, on-premise or in a hybrid environment; ease of deployment; breadth of use cases supported; ease of integration with existing IT infrastructure; robustness of professional services and customer support; price and total cost of ownership; adherence to industry standards and certifications; size of customer base and level of user adoption; strength of sales and marketing efforts; and brand awareness and reputation. If we fail to compete effectively with respect to any of these competitive factors, we may fail to attract new customers or lose or fail to renew existing customers, which would cause our operating results to suffer.

        We primarily compete with legacy relational database software providers such as IBM, Microsoft, Oracle and other similar companies. We also compete with non-relational database software providers and certain cloud providers such as Amazon Web Services, or AWS, Google Cloud Platform, or GCP, and Microsoft Azure. In addition, other large software and internet companies may seek to enter our market.

        Some of our actual and potential competitors, in particular the legacy relational database providers, have advantages over us, such as longer operating histories, more established relationships with current or potential customers and commercial partners, significantly greater financial, technical, marketing or other resources, stronger brand recognition, larger intellectual property portfolios and broader global distribution and presence. Such competitors may make their products available at a low cost or no cost basis in order to enhance their overall relationships with current or potential customers. Our competitors may also be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. With the introduction of new technologies and new market entrants, we expect competition to intensify in the future. In addition, some of our larger competitors have substantially broader offerings and can bundle competing products with hardware or other software offerings, including their cloud computing and customer relationship management platforms. As a result, customers may choose a bundled offering from our competitors, even if individual products have more limited functionality compared to our software. These larger competitors are also often in a better position to withstand any significant reduction in technology spending, and will therefore not be as susceptible to competition or economic downturns. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than our products or in geographies where we do not operate.

        Furthermore, our actual and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources and offerings in the markets we address. In addition, third parties with greater available resources may acquire current or potential competitors. As a result of such relationships and acquisitions, our actual or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. For all of these reasons, we may not be able to compete successfully against our current or future competitors.

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If we do not effectively expand our sales and marketing organization, we may be unable to add new customers or increase sales to our existing customers.

        Increasing our customer base and achieving broader market acceptance of our subscription offerings and related services will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We are substantially dependent on our direct sales force and our marketing efforts to obtain new customers. We plan to continue to expand our sales and marketing organization both domestically and internationally. We believe that there is significant competition for experienced sales professionals with the sales skills and technical knowledge that we require, particularly as we continue to target larger enterprises. Our ability to achieve significant revenue growth in the future will depend, in part, on our success in recruiting, training and retaining a sufficient number of experienced sales professionals, especially in large markets like New York, the San Francisco Bay Area and London, England. New hires require significant training and time before they achieve full productivity, particularly in new or developing sales territories. Our recent hires and planned hires may not become as productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Because of our limited operating history, we cannot predict whether, or to what extent, our sales will increase as we expand our sales and marketing organization or how long it will take for sales personnel to become productive. Our business and results of operations will be harmed if the expansion of our sales and marketing organization does not generate a significant increase in revenue.

Our adoption strategies include offering Community Server and a free tier of MongoDB Atlas, and we may not be able to realize the benefits of these strategies.

        To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. We also offer a free tier of MongoDB Atlas in order to accelerate adoption, promote usage and drive brand and product awareness. We do not know if we will be able to convert these users to become paying customers of our platform. Our marketing strategy also depends in part on persuading users who use one of these free versions to convince others within their organization to purchase and deploy our platform. To the extent that users of Community Server or our free tier of MongoDB Atlas do not become, or lead others to become, paying customers, we will not realize the intended benefits of these strategies, and our ability to grow our business or achieve profitability may be harmed.

We have invested significantly in our MongoDB Atlas offering and if it fails to achieve market adoption our business, results of operations and financial condition could be harmed.

        We introduced MongoDB Atlas in June 2016. We have less experience marketing, determining pricing for and selling MongoDB Atlas, and we are still determining how to best market, price and support adoption of this offering. We have directed, and intend to continue to direct, a significant portion of our financial and operating resources to develop and grow MongoDB Atlas, including introducing a free tier of MongoDB Atlas to generate developer usage and awareness. Although MongoDB Atlas has seen rapid adoption since its commercial launch, we cannot guarantee that rate of adoption will continue at the same pace or at all. If we are unsuccessful in our efforts to drive customer adoption of MongoDB Atlas, or if we do so in a way that is not profitable or fails to compete successfully against our current or future competitors, our business, results of operations and financial condition could be harmed.

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We could be negatively impacted if the GNU Affero General Public License Version 3 and other open source licenses under which some of our software is licensed are not enforceable.

        The latest release of Community Server is licensed under the GNU Affero General Public License version 3, or the AGPL. This license states that any program licensed under it may be copied, modified and distributed provided certain conditions are met. It is possible that a court would hold this license to be unenforceable. If a court held this license or certain aspects of this license to be unenforceable, others may be able to use our software to compete with us in the marketplace in a manner not subject to the restrictions set forth in the AGPL.

We offer Community Server under an open source license, which could negatively affect our ability to monetize and protect our intellectual property rights.

        We make our Community Server offering available under the AGPL. Community Server is a free-to-download version of our database that includes the core functionality developers need to get started with MongoDB but not all of the features of our commercial platform. The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code of Community Server. Some commercial enterprises consider AGPL-licensed software to be unsuitable for commercial use because of its "copyleft" requirement that further distribution of AGPL-licensed software and modifications or adaptations to that software must be made available pursuant to the AGPL as well. However, some of those same commercial enterprises do not have the same concerns regarding using the software under the AGPL for internal purposes. Anyone can obtain a free copy of Community Server from the Internet, and we do not know who all of our AGPL licensees are. Competitors could develop modifications of our software to compete with us in the marketplace. We do not have visibility into how our software is being used by licensees, so our ability to detect violations of the AGPL is extremely limited.

        In addition to Community Server, we contribute other source code to open source projects under open source licenses and release internal software projects under open source licenses, and anticipate doing so in the future. Because the source code for Community Server and any other software we contribute to open source projects or distribute under open source licenses is publicly available, our ability to monetize and protect our intellectual property rights with respect to such source code may be limited or, in some cases, lost entirely.

Our software incorporates third-party open source software, which could negatively affect our ability to sell our products and subject us to possible litigation.

        Our software includes third-party open source software, and we intend to continue to incorporate third-party open source software in our products in the future. There is a risk that the use of third-party open source software in our software could impose conditions or restrictions on our ability to monetize our software. Although we monitor the incorporation of open source software into our products to avoid such restrictions, we cannot be certain that we have not incorporated open source software in our products or platform in a manner that is inconsistent with our licensing model. Certain open source projects also include other open source software and there is a risk that those dependent open source libraries may be subject to inconsistent licensing terms. This could create further uncertainties as to the governing terms for the open source software we incorporate.

        In addition, the terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated restrictions or conditions on our use of such software. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we developed using such open source software, which could include proprietary portions of our source code, or otherwise seeking to enforce

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the terms of the open source licenses. These claims could result in litigation and could require us to make those proprietary portions of our source code freely available, purchase a costly license or cease offering the implicated software or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully.

        In addition to risks related to license requirements, use of third-party open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties. In addition, licensors of open source software included in our offerings may, from time to time, modify the terms of their license agreements in such a manner that those license terms may become incompatible with our licensing model, and thus could, among other consequences, prevent us from incorporating the software subject to the modified license.

        Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, results of operations and financial condition.

If we are not able to introduce new features or services successfully and to make enhancements to our software or services, our business and results of operations could be adversely affected.

        Our ability to attract new customers and increase revenue from existing customers depends in part on our ability to enhance and improve our software and to introduce new features and services. For example, we introduced MongoDB Atlas in June 2016. To grow our business and remain competitive, we must continue to enhance our software and develop features that reflect the constantly evolving nature of technology and our customers' needs. The success of MongoDB Atlas and any other products, enhancements or developments depends on several factors: our anticipation of market changes and demands and product features, including timely product introduction and conclusion, sufficient customer demand, cost effectiveness in our product development efforts and the proliferation of new technologies that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely. In addition, because our software is designed to operate with a variety of systems, applications, data and devices, we will need to continuously modify and enhance our software to keep pace with changes in such systems. We may not be successful in developing these modifications and enhancements. Furthermore, the addition of features and solutions to our software will increase our research and development expenses. Any new features that we develop may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related expenses. It is difficult to predict customer adoption of new features. Such uncertainty limits our ability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and model future growth. If we cannot address such uncertainties and successfully develop new features, enhance our software or otherwise overcome technological challenges and competing technologies, our business and results of operations could be adversely affected.

        We also offer professional services including consulting and training and must continually adapt to assist our customers in deploying our software in accordance with their specific IT strategies. If we cannot introduce new services or enhance our existing services to keep pace with changes in our customers' deployment strategies, we may not be able to attract new customers, retain existing customers and expand their use of our software or secure renewal contracts, which are important for the future of our business.

Our success is highly dependent on our ability to penetrate the existing market for database products, as well as the growth and expansion of the market for database products.

        Our future success will depend in large part on our ability to service existing demand, as well as the continued growth and expansion of the database market. It is difficult to predict demand for our

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offerings, the conversion from one to the other and related services and the size, growth rate and expansion of these markets, the entry of competitive products or the success of existing competitive products. Our ability to penetrate the existing database market and any expansion of the market depends on a number of factors, including cost, performance and perceived value associated with our subscription offerings, as well as our customers' willingness to adopt an alternative approach to relational and other database products available in the market. Furthermore, many of our potential customers have made significant investments in relational databases, such as offerings from Oracle, and may be unwilling to invest in new products. If the market for databases fails to grow at the rate that we anticipate or decreases in size or we are not successful in penetrating the existing market, our business would be harmed.

Our future quarterly results may fluctuate significantly, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

        Our results of operations, including our revenue, operating expenses and cash flows may vary significantly in the future as a result of a variety of factors, many of which are outside of our control, may be difficult to predict and may or may not fully reflect the underlying performance of our business and period-to-period comparisons of our operating results may not be meaningful. Some of the factors that may cause our results of operations to fluctuate from quarter to quarter include:

    changes in actual and anticipated growth rates of our revenue, customers and other key operating metrics;

    new product announcements, pricing changes and other actions by competitors;

    the mix of revenue and associated costs attributable to subscriptions for our MongoDB Enterprise Advanced and MongoDB Atlas offerings and professional services, as such relative mix may impact our gross margins and operating income;

    the mix of revenue and associated costs attributable to sales where subscriptions are bundled with services versus sold on a standalone basis and sales by us and our partners;

    our ability to attract new customers;

    our ability to retain customers and expand their usage of our software, particularly for our largest customers;

    the inability to enforce our AGPL license;

    delays in closing sales, including the timing of renewals, which may result in revenue being pushed into the next quarter, particularly because a large portion of our sales occur toward the end of each quarter;

    the timing of revenue recognition;

    the mix of revenue attributable to larger transactions as opposed to smaller transactions;

    changes in customers' budgets and in the timing of their budgeting cycles and purchasing decisions;

    customers and potential customers opting for alternative products, including developing their own in-house solutions, or opting to use only the free version of our products;

    fluctuations in currency exchange rates;

    our ability to control costs, including our operating expenses;

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    the timing and success of new products, features and services offered by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;

    significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our software;

    our failure to maintain the level of service uptime and performance required by our customers;

    the collectability of receivables from customers and resellers, which may be hindered or delayed if these customers or resellers experience financial distress;

    general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;

    sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;

    the impact of new accounting pronouncements; and

    fluctuations in stock-based compensation expense.

        The occurrence of one or more of the foregoing and other factors may cause our results of operations to vary significantly. We also intend to continue to invest significantly to grow our business in the near future rather than optimizing for profitability or cash flows. In addition, we expect to incur significant additional expenses due to the increased costs of operating as a public company. Accordingly, historical patterns and our results of operations in any one quarter may not be meaningful and should not be relied upon as indicative of future performance. Additionally, if our quarterly results of operations fall below the expectations of investors or securities analysts who follow our stock, the price of our Class A common stock could decline substantially, and we could face costly lawsuits, including securities class action suits.

We have experienced rapid growth in recent periods. If we fail to continue to grow and to manage our growth effectively, we may be unable to execute our business plan, increase our revenue, improve our results of operations, maintain high levels of service, or adequately address competitive challenges.

        We have recently experienced a period of rapid growth in our business, operations, and employee headcount. For fiscal years 2016 and 2017 and the six months ended July 31, 2016 and 2017, our total revenue was $65.3 million and $101.4 million and $45.1 million and $68.0 million, respectively, representing a 55% and 51% growth rate, respectively. We have also significantly increased the size of our customer base from over 1,100 customers as of January 31, 2015 to over 4,300 customers as of July 31, 2017, and we grew from 383 employees as of January 31, 2015 to 826 employees as of July 31, 2017. We expect to continue to expand our operations and employee headcount in the near term. Our success will depend in part on our ability to continue to grow and to manage this growth, domestically and internationally, effectively.

        Our recent growth has placed, and future growth will continue to place, a significant strain on our management, administrative, operational and financial infrastructure. We will need to continue to improve our operational, financial, and management processes and controls, and our reporting systems and procedures to manage the expected growth of our operations and personnel, which will require significant expenditures and allocation of valuable management and employee resources. If we fail to implement these infrastructure improvements effectively, our ability to ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies will be impaired. Further, if we do not effectively manage the growth of our business and operations, the quality of our products and services could suffer, the preservation of our culture, values and entrepreneurial environment may change and we may not be able to adequately

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address competitive challenges. This could impair our ability to attract new customers, retain existing customers and expand their use of our products and services, all of which would adversely affect our brand, overall business, results of operations and financial condition.

If our security measures, or those of our service providers, are breached or unauthorized access to private or proprietary data is otherwise obtained, our software may be perceived as not being secure, customers may reduce or terminate their use of our software, and we may incur significant liabilities.

        Because our software, which can be deployed in the cloud, on-premise or in a hybrid environment and can be hosted by our customers or can be hosted by us as a service, allows customers to store and transmit data, there exists an inherent risk of a security breach or other security incident, which may result in the loss of, or unauthorized access to, this data. We, or our service providers, may also suffer a security breach or other security incident affecting the systems or networks used to operate our business, or otherwise impacting the data that is stored or processed in the conduct of our business. Any such security breach or other security incident could lead to litigation, indemnity obligations, regulatory investigations and enforcement actions, and other liability. If our security measures, or those of our services providers, are breached or are believed to have been breached, whether as a result of third-party action, employee, vendor, or contractor error, malfeasance, phishing attacks, social engineering, or otherwise, loss of data may result, our reputation could be damaged, our business may suffer, and we may face regulatory investigations and actions, litigation, indemnity obligations, damages for contract breach, and fines and penalties for violations of applicable laws or regulations. Security breaches could also result in significant costs for remediation that may include liability for stolen assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other liabilities. Similarly, if a cyber incident (including any accidental or intentional computer or network issues such as phishing attacks, viruses, denial of service, or DoS, attacks, malware installation, server malfunction, software or hardware failures, loss of data or other computer assets, adware, or other similar issues) impairs the integrity or availability of our systems, or those of our service providers, by affecting our data, or reducing access to or shutting down one or more of our computing systems or our IT network, or if any such impairment is perceived to have occurred, we may be subject to negative treatment by our customers, our business partners, the press, and the public at large. We may also experience security breaches that may remain undetected for an extended period. Techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, and cybersecurity threats continue to evolve and are difficult to predict due to advances in computer capabilities, new discoveries in the field of cryptography and new and sophisticated methods used by criminals, including phishing, social engineering or other illicit acts. We may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could harm our reputation and negatively impact our ability to attract new customers and increase engagement by existing customers, cause existing customers to elect not to renew their subscriptions, or subject us to third-party lawsuits, regulatory fines, actions, and investigations, or other actions or liability, thereby adversely affecting our financial results.

        While we maintain general liability insurance coverage and coverage for errors or omissions, we cannot assure you that such coverage will be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of personal or other confidential data or otherwise relating to privacy or data security matters or that such coverage will continue to be available to us on commercially reasonable terms or at all.

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Our sales cycle may be long and is unpredictable, and our sales efforts require considerable time and expense.

        The timing of our sales and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our offerings. We are often required to spend significant time and resources to better educate and familiarize potential customers with the value proposition of paying for our products and services. The length of our sales cycle, from initial evaluation to payment for our offerings is generally three to nine months, but can vary substantially from customer to customer or from application to application within a given customer. As the purchase and deployment of our products can be dependent upon customer initiatives, our sales cycle can extend to more than a year for some customers. Customers often view a subscription to our products and services as a strategic decision and significant investment and, as a result, frequently require considerable time to evaluate, test and qualify our product offering prior to entering into or expanding a subscription. During the sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of our sales cycle include:

    the effectiveness of our sales force, in particular new sales people as we increase the size of our sales force;

    the discretionary nature of purchasing and budget cycles and decisions;

    the obstacles placed by a customer's procurement process;

    the availability of Community Server for free;

    economic conditions and other factors impacting customer budgets;

    customer evaluation of competing products during the purchasing process; and

    evolving customer demands.

        Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized, particularly since we generally recognize revenue over the term of a subscription and in some cases, when our subscription offering is purchased with a service contract, we do not recognize revenue from the subscription until services are provided, which may result in lower than expected revenue in any given period, which would have an adverse effect on our business, results of operations and financial condition.

We have a limited history with our subscription offerings and pricing model and if, in the future, we are forced to reduce prices for our subscription offerings, our revenue and results of operations will be harmed.

        We have limited experience with respect to determining the optimal prices for our subscription offerings. As the market for databases evolves, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers or convert Community Server users to paying customers on terms or based on pricing models that we have used historically. In the past, we have been able to increase our prices for our subscriptions offerings, but we may choose not to introduce or be unsuccessful in implementing future price increases. As a result of these and other factors, in the future we may be required to reduce our prices or be unable to increase our prices, or it may be necessary for us to increase our services or product offerings without additional revenue to remain competitive, all of which could harm our results of operations and financial condition.

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If we are unable to attract new customers in a manner that is cost-effective and assures customer success, we will not be able to grow our business, which would adversely affect our results of operations, and financial condition.

        In order to grow our business, we must continue to attract new customers in a cost-effective manner and enable these customers to realize the benefits associated with our products and services. We may not be able to attract new customers for a variety of reasons, including as a result of their use of traditional relational and/or other database products, and their internal timing, budget or other constraints that hinder their ability to migrate to or adopt our products or services.

        Even if we do attract new customers, the cost of new customer acquisition, product implementation and ongoing customer support may prove so high as to prevent us from achieving or sustaining profitability. For example, in fiscal years 2016 and 2017 and the six months ended July 31, 2017, total sales and marketing expense represented 87%, 78% and 72% of revenue, respectively. We intend to continue to hire additional sales personnel, increase our marketing activities to help educate the market about the benefits of our platform and services, grow our domestic and international operations, and build brand awareness. We also intend to continue to cultivate our relationships with developers through continued investment and growth of our MongoDB World, MongoDB Advocacy Hub, User Groups, MongoDB University and our partner ecosystem of global system integrators, value-added resellers and independent software vendors. If the costs of these sales and marketing efforts increase dramatically, if we do not experience a substantial increase in leverage from our partner ecosystem, or if our sales and marketing efforts do not result in substantial increases in revenue, our business, results of operations, and financial condition may be adversely affected. In addition, while we expect to continue to invest in our professional services organization to accelerate our customers' ability to adopt our products and ultimately create and expand their use of our products over time, we cannot assure you that any of these investments will lead to the cost-effective acquisition of additional customers.

Our business and results of operations depend substantially on our customers renewing their subscriptions with us and expanding their use of software and related services. Any decline in our customer renewals or failure to convince our customers to broaden their use of subscription offerings and related services would harm our business, results of operations, and financial condition.

        Our subscription offerings are term-based and a majority of our subscription contracts were one year in duration in fiscal year 2017. In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions with us when the existing subscription term expires, and renew on the same or more favorable quantity and terms. Our customers have no obligation to renew their subscriptions, and we may not be able to accurately predict customer renewal rates. In addition, the growth of our business depends in part on our customers expanding their use of subscription offerings and related services. Historically, some of our customers have elected not to renew their subscriptions with us for a variety of reasons, including as a result of changes in their strategic IT priorities, budgets, costs and, in some instances, due to competing solutions. Our retention rate may also decline or fluctuate as a result of a number of other factors, including our customers' satisfaction or dissatisfaction with our software, the increase in the contract value of subscription and support contracts from new customers, the effectiveness of our customer support services, our pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, global economic conditions, and the other risk factors described herein. As a result, we cannot assure you that customers will renew subscriptions or increase their usage of our software and related services. If our customers do not renew their subscriptions or renew on less favorable terms, or if we are unable to expand our customers' use of our software, our business, results of operations, and financial condition may be adversely affected.

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If we fail to offer high quality support, our business and reputation could suffer.

        Our customers rely on our personnel for support of our software included in our MongoDB Enterprise Advanced, MongoDB Atlas and MongoDB Professional packages. High-quality support is important for the renewal and expansion of our agreements with existing customers. The importance of high-quality support will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers could suffer and our reputation with existing or potential customers could be harmed.

Real or perceived errors, failures or bugs in our software could adversely affect our business, results of operations, financial condition, and growth prospects.

        Our software is complex, and therefore, undetected errors, failures or bugs have occurred in the past and may occur in the future. Our software is used in IT environments with different operating systems, system management software, applications, devices, databases, servers, storage, middleware, custom and third-party applications and equipment and networking configurations, which may cause errors or failures in the IT environment into which our software is deployed. This diversity increases the likelihood of errors or failures in those IT environments. Despite testing by us, real or perceived errors, failures or bugs may not be found until our customers use our software. Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of or delay in market acceptance of our software and harm our brand, weakening of our competitive position, claims by customers for losses sustained by them or failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any errors, failures or bugs in our software could impair our ability to attract new customers, retain existing customers or expand their use of our software, which would adversely affect our business, results of operations and financial condition.

Because our software and services could be used to collect and store personal information, domestic and international privacy concerns could result in additional costs and liabilities to us or inhibit sales of our software.

        Personal privacy has become a significant issue in the United States and in many other countries where we offer our software and services. The regulatory framework for privacy issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws, rules and regulations regarding the collection, use, storage and disclosure of personal information and breach notification procedures. Interpretation of these laws, rules and regulations and their application to our software and professional services in the United States and foreign jurisdictions is ongoing and cannot be fully determined at this time.

        In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Gramm Leach Bliley Act and state laws relating to privacy and data security. Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we, or our customers, must comply. There may be substantial amounts of personally identifiable information or other sensitive information uploaded to our services and managed using our software.

        In December 2015, European Union, or EU, institutions reached agreement on a draft regulation that was formally adopted in April 2016, referred to as the General Data Protection Regulation, or GDPR. The GDPR updates and modernizes the principles of the 1995 EU Data Protection Directive.

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The GDPR significantly increases the level of sanctions for non-compliance from those in existing EU data protection law. EU data protection authorities will have the power to impose administrative fines for violations of the GDPR of up to a maximum of €20 million or 4% of the data controller's or data processor's total worldwide global turnover for the preceding financial year, whichever is higher, and violations of the GDPR may also lead to damages claims by data controllers and data subjects. Since we act as a data processor for our MongoDB Atlas customers, we are taking steps to cause our processes to be compliant with applicable portions of the GDPR, but we cannot assure you that such steps will be effective. The GDPR will be enforced beginning in May 2018.

        In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may apply to us. Because the interpretation and application of privacy and data protection laws, regulations, rules and other standards are still uncertain, it is possible that these laws, rules, regulations, and other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be interpreted and applied in a manner that is inconsistent with our data management practices or the features of our software. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which we may be unable to do in a commercially reasonable manner or at all, and which could have an adverse effect on our business. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and other actual or alleged obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

        Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our software. Privacy concerns, whether valid or not valid, may inhibit market adoption of our software particularly in certain industries and foreign countries.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

        Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow for a variety of reasons, which would adversely affect our results of operations. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see the section titled "Industry and Market Data."

We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property rights could reduce the value of our software and brand.

        Our success and ability to compete depend in part upon our intellectual property rights. As of July 31, 2017, we had eight issued patents and 43 pending patent applications in the United States, which may not result in issued patents. Even if a patent issues, we cannot assure you that such patent will be adequate to protect our business. We primarily rely on copyright, trademark laws, trade secret protection and confidentiality or other contractual arrangements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may not be adequate. In order to protect our intellectual property rights, we may be required to spend significant resources to establish, monitor and enforce such rights. Litigation brought to enforce our intellectual property rights could be costly, time-consuming and distracting to management and could be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, which may result in the impairment or

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loss of portions of our intellectual property. The laws of some foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms may not be available in those jurisdictions. We may need to expend additional resources to defend our intellectual property in these countries, and our inability to do so could impair our business or adversely affect our international expansion. Even if we are able to secure our intellectual property rights, there can be no assurances that such rights will provide us with competitive advantages or distinguish our products and services from those of our competitors or that our competitors will not independently develop similar technology. In addition, we regularly contribute source code under open source licenses and have made some of our own software available under open source licenses, and we include third-party open source software in our products. Because the source code for any software we contribute to open source projects or distribute under open source licenses is publicly available, our ability to protect our intellectual property rights with respect to such source code may be limited or lost entirely. In addition, from time to time, we may face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we have developed using third-party open source software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license.

Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.

        Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. The revenue growth and potential profitability of our business depend on demand for database software and services generally and for our subscription offering and related services in particular. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on information technology, and negatively affect the growth of our business. To the extent our database software is perceived by customers and potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, competitors, many of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our subscription offerings and related services. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be adversely affected.

If we are unable to maintain successful relationships with our partners, our business, results of operations and financial condition could be harmed.

        In addition to our direct sales force and our website, we use strategic partners, such as global system integrators, value-added resellers and independent software vendors to sell our subscription offerings and related services. Our agreements with our partners are generally nonexclusive, meaning our partners may offer their customers products and services of several different companies, including products and services that compete with ours, or may themselves be or become competitors. If our partners do not effectively market and sell our subscription offerings and related services, choose to use greater efforts to market and sell their own products and services or those of our competitors, or fail to meet the needs of our customers, our ability to grow our business and sell our subscription offerings and related services may be harmed. Our partners may cease marketing our subscription offerings or

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related services with limited or no notice and with little or no penalty. The loss of a substantial number of our partners, our possible inability to replace them, or the failure to recruit additional partners could harm our growth objectives and results of operations.

We rely upon third-party cloud providers to host our cloud offering; any disruption of or interference with our use of third-party cloud providers would adversely affect our business, results of operations and financial condition.

        We outsource substantially all of the infrastructure relating to MongoDB Atlas across AWS, Microsoft Azure and GCP to host our cloud offering. Customers of MongoDB Atlas need to be able to access our platform at any time, without interruption or degradation of performance, and we provide them with service level commitments with respect to uptime. Third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. We may experience interruptions, delays and outages in service and availability from time to time as a result of problems with our third-party cloud providers' infrastructure. Lack of availability of this infrastructure could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks that we cannot predict or prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our cloud offering customers, which may impact our business, results of operations and financial condition. In addition, if our security, or that of any of these third-party cloud providers, is compromised, our software is unavailable or our customers are unable to use our software within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It is possible that our customers and potential customers would hold us accountable for any breach of security affecting a third-party cloud provider's infrastructure and we may incur significant liability from those customers and from third parties with respect to any breach affecting these systems. We may not be able to recover a material portion of our liabilities to our customers and third parties from a third-party cloud provider. It may also become increasingly difficult to maintain and improve our performance, especially during peak usage times, as our software becomes more complex and the usage of our software increases. Any of the above circumstances or events may harm our business, results of operations and financial condition.

Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business, results of operations and financial condition.

        Our continued growth depends in part on the ability of our existing customers and new customers to access our software at any time and within an acceptable amount of time. We may experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes or failures, human or software errors, malicious acts, terrorism or capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In some instances, we may not be able to identify and/or remedy the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance as our software offerings and customer implementations become more complex. If our software is unavailable or if our customers are unable to access features of our software within a reasonable amount of time or at all, or if other performance problems occur, our business, results of operations and financial conditions may be adversely affected.

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Incorrect or improper implementation or use of our software could result in customer dissatisfaction and harm our business, results of operations, financial condition and growth prospects.

        Our database software and related services are designed to be deployed in a wide variety of technology environments, including in large-scale, complex technology environments, and we believe our future success will depend at least, in part, on our ability to support such deployments. Implementations of our software may be technically complicated, and it may not be easy to maximize the value of our software without proper implementation and training. For example, since January 2017, industry publications have reported ransomware attacks on over 50,000 MongoDB instances. Almost all of these instances were launched by users with our Community Server offering rather than users of MongoDB Enterprise Advanced. We believe these attacks were due to the users' failure to properly turn on the recommended security settings when running MongoDB. If our customers are unable to implement our software successfully, or in a timely manner, customer perceptions of our company and our software may be impaired, our reputation and brand may suffer, and customers may choose not to renew their subscriptions or increase their purchases of our related services.

        Our customers and partners need regular training in the proper use of and the variety of benefits that can be derived from our software to maximize its potential. We often work with our customers to achieve successful implementations, particularly for large, complex deployments. Our failure to train customers on how to efficiently and effectively deploy and use our software, or our failure to provide effective support or professional services to our customers, whether actual or perceived, may result in negative publicity or legal actions against us. Also, as we continue to expand our customer base, any actual or perceived failure by us to properly provide these services will likely result in lost opportunities for follow-on sales of our related services.

If we fail to meet our service level commitments, our business, results of operations and financial condition could be adversely affected.

        Our agreements with customers typically provide for service level commitments. Our MongoDB Professional and MongoDB Enterprise Advanced customers typically get service level commitments with certain guaranteed response times and comprehensive 24x365 coverage. Our MongoDB Atlas customers typically get monthly uptime service level commitments, where we are required to provide a service credit for any extended periods of downtime. The complexity and quality of our customer's implementation and the performance and availability of cloud services and cloud infrastructure are outside our control and, therefore, we are not in full control of whether we can meet these service level commitments. Our business, results of operations and financial condition could be adversely affected if we fail to meet our service level commitments for any reason. Any extended service outages could adversely affect our business, reputation and brand.

We rely on the performance of highly skilled personnel, including senior management and our engineering, professional services, sales and technology professionals; if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

        We believe our success has depended, and continues to depend, on the efforts and talents of our senior management team, particularly our Chief Executive Officer and Chief Technology Officer, and our highly skilled team members, including our sales personnel, client services personnel and software engineers. We do not maintain key man insurance on any of our executive officers or key employees. From time to time, there may be changes in our senior management team resulting from the termination or departure of our executive officers and key employees. Our senior management and key employees are employed on an at-will basis, which means that they could terminate their employment with us at any time. The loss of any of our senior management or key employees, could adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may

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not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.

        Our ability to successfully pursue our growth strategy also depends on our ability to attract, motivate and retain our personnel. Competition for well-qualified employees in all aspects of our business, including sales personnel, client services personnel and software engineers, is intense. Our recruiting efforts focus on elite organizations and our primary recruiting competition are well-known, high-paying technology companies. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.

If we are not able to maintain and enhance our brand, especially among developers, our business and operating results may be adversely affected.

        We believe that developing and maintaining widespread awareness of our brand, especially with developers, in a cost-effective manner is critical to achieving widespread acceptance of our software and attracting new customers. Brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. For instance, our continued focus and investment in MongoDB World, MongoDB University, and similar investments in our brand and customer engagement and education may not generate a sufficient financial return. If we fail to successfully promote and maintain our brand, or continue to incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our platform.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and entrepreneurial spirit we have worked hard to foster, which could harm our business.

        We believe that our culture has been and will continue to be a key contributor to our success. From January 31, 2015 to July 31, 2017, we increased the size of our workforce by 443 employees, and we expect to continue to hire aggressively as we expand, especially sales and marketing personnel. If we do not continue to maintain our corporate culture as we grow, we may be unable to foster the innovation, creativity, and entrepreneurial spirit we believe we need to support our growth. Moreover, many of our existing employees may be able to receive significant proceeds from sales of our Class A common stock in the public markets after this offering, which could lead to employee attrition and disparities of wealth among our employees that adversely affects relations among employees and our culture in general. Our substantial anticipated headcount growth and our transition from a private company to a public company may result in a change to our corporate culture, which could harm our business.

We depend and rely upon software-as-a-service, or SaaS, technologies from third parties to operate our business, and interruptions or performance problems with these technologies may adversely affect our business and results of operations.

        We rely on hosted SaaS applications from third parties in order to operate critical functions of our business, including enterprise resource planning, order management, contract management billing, project management, and accounting and other operational activities. If these services become unavailable due to extended outages, interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our platform and supporting our customers could

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be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

We may be subject to intellectual property rights claims by third parties, which may be costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

        Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We have in the past and may in the future be subject to claims that we have misappropriated, misused or infringed the intellectual property rights of our competitors, non-practicing entities or other third parties. This risk is exacerbated by the fact that our software incorporates third-party open source software.

        Any intellectual property claims, with or without merit, could be very time-consuming and expensive and could divert our management's attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation of a third party's rights, some of which we have invested considerable effort and time to bring to market. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any aspect of our business that may ultimately be determined to infringe on the intellectual property rights of another party, we could be forced to limit or stop sales of subscriptions to our software and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations and financial condition.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

        Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

We recognize a majority of our revenue over the term of our customer contracts. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

        We recognize subscription revenue from subscription customers ratably over the terms of their contracts. The majority of our subscription contracts were one year in duration in fiscal year 2017. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter may have a small impact on the revenue that we recognize for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and potential changes in our pricing

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policies or rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of the subscription agreement. As a result, growth in the number of customers could continue to result in our recognition of higher costs and lower revenue in the earlier periods of our subscription agreements. Finally, our subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers and significant increases in the size of subscriptions with existing customers must be recognized over the applicable subscription term.

Because our long-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks associated with international operations.

        A component of our growth strategy involves the further expansion of our operations and customer base internationally. In the fiscal years ended January 31, 2016 and 2017 and the six months ended July 31, 2017, total revenue generated from customers outside the United States was 31%, 35% and 35%, respectively, of our total revenue. We currently have international offices outside of North America throughout Europe, the Middle East and Africa, or EMEA, and the Asia-Pacific region, focusing primarily on selling our products and services in those regions. In the future, we may expand to other international locations. Our current international operations and future initiatives involve a variety of risks, including:

    changes in a specific country's or region's political or economic conditions;

    the need to adapt and localize our products for specific countries;

    greater difficulty collecting accounts receivable and longer payment cycles;

    unexpected changes in laws, regulatory requirements, taxes or trade laws;

    more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in EMEA;

    differing labor regulations, especially in EMEA, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

    challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;

    difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;

    increased travel, real estate, infrastructure and legal compliance costs associated with international operations;

    currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;

    limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

    laws and business practices favoring local competitors or general preferences for local vendors;

    limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;

    political instability or terrorist activities;

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    exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and similar laws and regulations in other jurisdictions; and

    adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.

        Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and operating results will suffer.

If currency exchange rates fluctuate substantially in the future, our financial results, which are reported in U.S. dollars, could be adversely affected.

        As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Often, contracts executed by our foreign operations are denominated in the currency of that country or region and a portion of our revenue is therefore subject to foreign currency risks. However, a strengthening of the U.S. dollar could increase the real cost of our subscription offerings and related services to our customers outside of the United States, adversely affecting our business, results of operations and financial condition. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. To date, we have not engaged in any hedging strategies, and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement in the future to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our software, and could have a negative impact on our business.

        The future success of our business, and particularly our cloud offerings, such as MongoDB Atlas, depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our software in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, resulting in reductions in the demand for internet-based solutions such as ours.

        In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by "ransomware," "viruses," "worms," "malware," "phishing attacks," "data breaches" and similar malicious programs, behavior, and events, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our subscription offerings and related services could suffer.

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Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our results of operations.

        Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. The authorities in these jurisdictions could review our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing, and could impose additional tax, interest and penalties. In addition, the authorities could claim that various withholding requirements apply to us or our subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement was to occur, and our position was not sustained, we could be required to pay additional taxes, and interest and penalties. Such authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries. Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and harm our business and results of operations.

We may acquire or invest in companies, which may divert our management's attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

        Our success will depend, in part, on our ability to grow our business in response to changing technologies, customer demands and competitive pressures. In some circumstances, we may choose to do so through the acquisition of businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

    an acquisition may negatively affect our results of operations because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

    we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

    we may not be able to realize anticipated synergies;

    an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

    an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;

    we may encounter challenges integrating the employees of the acquired company into our company culture;

    we may encounter difficulties in, or may be unable to, successfully sell any acquired products;

    our use of cash to pay for acquisitions would limit other potential uses for our cash;

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    if we incur debt to fund any acquisitions, such debt may subject us to material restrictions on our ability to conduct our business financial maintenance covenants; and

    if we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

        The occurrence of any of these risks could have an adverse effect on our business, results of operations and financial condition.

We are an "emerging growth company," and our election to comply with the reduced disclosure requirements as a public company may make our Class A common stock less attractive to investors.

        For so long as we remain an "emerging growth company," as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not "emerging growth companies," including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an "emerging growth company" until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which our annual gross revenue is $1.07 billion or more, or (c) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, and (2) we are deemed to be a "large accelerated filer" as defined in the Exchange Act. In addition, the JOBS Act also provides that an "emerging growth company" can take advantage of an extended transition period for complying with new or revised accounting standards. We have chosen to take advantage of such extended transition period, and as a result, we will not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

        We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile and may decline.

Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.

        We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or FCPA, U.S. Travel Act, the U.K. Bribery Act, or Bribery Act, and other anti-corruption, anti-bribery and anti-money laundering laws in various jurisdictions around the world. The FCPA, Bribery Act, and similar applicable laws generally prohibit companies, their officers, directors, employees and third-party intermediaries, business partners, and agents from making improper payments or providing other improper things of value to government officials or other persons. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and other third parties where we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, resellers, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures and internal controls to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. To the extent that we learn that any of our employees, third-party intermediaries, agents, or business partners do not adhere

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to our policies, procedures, or internal controls, we are committed to taking appropriate remedial action. In the event that we believe or have reason to believe that our directors, officers, employees, third-party intermediaries, agents, or business partners have or may have violated such laws, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. Detecting, investigating and resolving actual or alleged violations can be extensive and require a significant diversion of time, resources, and attention from senior management. Any violation of the FCPA, Bribery Act, or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, fines, and penalties or suspension or debarment from U.S. government contracts, all of which may have a material adverse effect on our reputation, business, operating results and prospects, and financial condition.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

        Generally accepted accounting principles in the United States, or GAAP, are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

        In particular, in May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As an "emerging growth company" the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act with respect to ASU 2014-09. We expect ASU 2014-09 to apply to us in fiscal year 2020.

        However, we are evaluating ASU 2014-09 and have not determined the impact it may have on our financial reporting. If, for example, we were required to recognize revenue differently with respect to our subscriptions, the differential revenue recognition may cause variability in our reported operating results due to periodic or long term changes in the mix among our subscription offerings.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowances for doubtful accounts, fair value of stock-based awards, fair value of redeemable convertible preferred stock warrants, legal contingencies, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, and accounting for income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

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If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

        As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the NASDAQ Global Market, or the NASDAQ. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

        The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

        Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NASDAQ. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

        Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an "emerging growth company" as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A common stock.

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We may require additional capital to support our operations or the growth of our business, and we cannot be certain that this capital will be available on reasonable terms when required, or at all.

        We have funded our operations since inception primarily through equity financings and payments by our customers for use of our subscription offerings and related services. We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business.

        We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or otherwise enhance our database software, improve our operating infrastructure or acquire businesses and technologies. Accordingly, we may need to secure additional capital through equity or debt financings. If we raise additional capital, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock and Class B common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms that are favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms that are satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.

        As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations.

The enactment of legislation implementing changes in U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

        Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to expansion of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

        Potential tax reform in the United States may result in significant changes to United States federal income taxation law, including changes to the U.S. federal income taxation of corporations (including the Company) and/or changes to the U.S. federal income taxation of stockholders in U.S. corporations, including investors in our Class A common stock. We are currently unable to predict whether such changes will occur and, if so, the impact of such changes, including on the U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class A common stock, as discussed below in "Material U.S. Federal Income Tax Considerations for Non-U.S. Holders."

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Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

        As of January 31, 2017, we had net operating loss, or NOL, carryforwards for Federal, state and Irish income tax purposes of approximately $175.6 million, $138.6 million, and $119.3 million, respectively, which may be available to offset taxable income in the future, and which expire in various years beginning in the year ending January 31, 2028 for federal purposes and the year ending January 31, 2021 for state purposes if not utilized. Ireland allows NOLs to be carried forward indefinitely. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an "ownership change" (as defined under Section 382 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. We may experience a future ownership change (including, potentially, in connection with this offering) under Section 382 of the Code that could affect our ability to utilize the NOLs to offset our income. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our operating results and financial condition.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results.

        We do not collect sales and use, value added or similar taxes in all jurisdictions in which we have sales, and we have been advised that such taxes are not applicable to our products and services in certain jurisdictions. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our end-customers for the past amounts, and we may be required to collect such taxes in the future. If we are unsuccessful in collecting such taxes from our end-customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results.

We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

        Our offerings are subject to United States export controls, and we incorporate encryption technology into certain of our offerings. These encryption offerings and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license.

        Furthermore, our activities are subject to the U.S. economic sanctions laws and regulations that prohibit the shipment of certain products and services without the required export authorizations or export to countries, governments, and persons targeted by U.S. sanctions. While we take precautions to prevent our offerings from being exported in violation of these laws, including obtaining authorizations for our encryption offerings, implementing IP address blocking and screenings against U.S. Government and international lists of restricted and prohibited persons, we cannot guarantee that the precautions we take will prevent violations of export control and sanctions laws.

        We also note that if our channel partners fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected, through reputational harm as well as other

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negative consequences including government investigations and penalties. We presently incorporate export control compliance requirements in our channel partner agreements. Complying with export control and sanctions regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

        Violations of U.S. sanctions or export control laws can result in fines or penalties, including civil penalties of up to $289,238 or twice the value of the transaction, whichever is greater, per violation. In the event of criminal knowing and willful violations of these laws, fines of up to $1.0 million per violation and possible incarceration for responsible employees and managers could be imposed.

        Also, various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our offerings or could limit our customers' ability to implement our offerings in those countries. Changes in our offerings or future changes in export and import regulations may create delays in the introduction of our offerings in international markets, prevent our customers with international operations from deploying our offerings globally or, in some cases, prevent the export or import of our offerings to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our offerings by, or in our decreased ability to export or sell our offerings to, existing or potential customers with international operations. Any decreased use of our offerings or limitation on our ability to export or sell our offerings would likely adversely affect our business operations and financial results.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.

        Our corporate headquarters is located in New York, and we have an office in Palo Alto, California and in 27 other locations. A significant natural disaster or man-made problem, such as an earthquake, fire, flood or an act of terrorism, occurring in any of these locations, or where a business partner is located, could adversely affect our business, results of operations and financial condition. Further, if a natural disaster or man-made problem were to affect datacenters used by our cloud infrastructure service providers this could adversely affect the ability of our customers to use our products. In addition, natural disasters and acts of terrorism could cause disruptions in our or our customers' businesses, national economies or the world economy as a whole. In the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.

        In addition, as computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent, we face increased risk from these activities to maintain the performance, reliability, security and availability of our subscription offerings and related services and technical infrastructure to the satisfaction of our customers, which may harm our reputation and our ability to retain existing customers and attract new customers.

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Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock

The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control.

        Our Class B common stock has 10 votes per share, and our Class A common stock, which is the stock we are offering in this initial public offering, has one vote per share. Given the greater number of votes per share attributed to our Class B common stock, our existing stockholders holding shares of Class B common stock will represent approximately 98% of the voting power of our outstanding capital stock and our directors, executive officers, and each of their affiliated entities, will represent approximately 70% of the voting power of our outstanding capital stock, based on the number of shares outstanding as of July 31, 2017. This concentrated control will limit your ability to influence corporate matters for the foreseeable future. For example, our existing stockholders holding the Class B common stock will be able to control all matters submitted to our stockholders for approval even when the shares of Class B common stock represent a small minority of all outstanding shares of our Class A common stock and Class B common stock, including amendments of our amended and restated certificate of incorporation or amended and restated bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans and approval of any merger or sale of assets for the foreseeable future. These holders of our Class B common stock may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

        Future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax or estate planning purposes. The conversion of shares of our Class B common stock into shares of our Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. For example, Kevin P. Ryan, Eliot Horowitz and Dwight Merriman represent approximately 20% of the voting power of our outstanding capital stock based on the number of shares outstanding as of July 31, 2017, and if they retain a significant portion of their holdings of our Class B common stock for an extended period of time, they could control a significant portion of the voting power of our capital stock for the foreseeable future. As board members, Messrs. Ryan and Horowitz each owe a fiduciary duty to our stockholders and must act in good faith and in a manner they each reasonably believe to be in the best interests of our stockholders. As stockholders, Messrs. Ryan, Horowitz and Merriman are entitled to vote their shares in their own interests, which may not always be in the interests of our stockholders generally. For a description of the dual class structure, see the section titled "Description of Capital Stock."

We cannot predict the impact our dual class structure may have on our stock price or our business.

        We cannot predict whether our dual class structure, combined with the concentrated control of our stockholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell announced that it plans to require new constituents of its indexes to have greater than 5% of the company's voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with

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multiple-class share structures to certain of its indexes. Because of our dual class structure, we will likely be excluded from these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

There has been no prior public trading market for our Class A common stock, and an active trading market may not develop or be sustained following this offering.

        We have applied to list our Class A common stock on the NASDAQ under the symbol "MDB." However, there has been no prior public trading market for our Class A common stock. We cannot assure you that an active trading market for our Class A common stock will develop on such exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares of our Class A common stock.

The trading price of our Class A common stock could be volatile, which could cause the value of your investment to decline.

        Technology stocks have historically experienced high levels of volatility. The trading price of our Class A common stock following this offering may fluctuate substantially. Following the completion of this offering, the market price of our Class A common stock may be higher or lower than the price you pay in the initial public offering, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our Class A common stock. Factors that could cause fluctuations in the trading price of our Class A common stock include the following:

    announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;

    changes in how customers perceive the benefits of our product and future product offerings and releases;

    departures of key personnel;

    price and volume fluctuations in the overall stock market from time to time;

    fluctuations in the trading volume of our shares or the size of our public float;

    sales of large blocks of our Class A common stock;

    actual or anticipated changes or fluctuations in our results of operations;

    whether our results of operations meet the expectations of securities analysts or investors;

    changes in actual or future expectations of investors or securities analysts;

    significant data breach involving our software;

    litigation involving us, our industry, or both;

    regulatory developments in the United States, foreign countries or both;

    general economic conditions and trends;

    major catastrophic events in our domestic and foreign markets; and

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    "flash crashes," "freeze flashes" or other glitches that disrupt trading on the securities exchange on which we are listed.

        In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our Class A common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company's securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management's attention and resources from our business. This could have an adverse effect on our business, results of operations and financial condition.

If securities analysts or industry analysts were to downgrade our stock, publish negative research or reports or fail to publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.

        The trading market for our Class A common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our stock or publish negative research or reports, cease coverage of our company or fail to regularly publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.

We may invest or spend the proceeds of this initial public offering in ways with which you may not agree or in ways which may not yield a return.

        We anticipate that the net proceeds from this initial public offering will be used for working capital and other general corporate purposes, including continued investments in our product offerings, growing our customer base, expanding the subscriptions of our existing customers, driving usage of MongoDB Atlas, fostering the MongoDB developer community and expanding our international footprint. We may also use a portion of the net proceeds of this offering for acquisitions or strategic investments in businesses or technologies. However, we do not have any agreements or commitments for any acquisitions or strategic investments at this time. Accordingly, our management will have broad discretion over the specific use of the net proceeds that we receive in this initial public offering and might not be able to obtain a significant return, if any, on investment of these net proceeds. Investors in this initial public offering will need to rely upon the judgment of our management with respect to the use of proceeds. The net proceeds may be invested with a view towards long-term benefits for our stockholders and this may not increase our operating results or market value. If we do not use the net proceeds that we receive in this initial public offering effectively, our business, results of operations and financial condition could be harmed.

Purchasers in this offering will immediately experience substantial dilution in net tangible book value.

        The initial public offering price of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately following this initial public offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this initial public offering, you will experience immediate dilution of $15.68 per share, the difference between the price per share you pay for our Class A common stock and the pro forma net tangible book value per share as of July 31, 2017, after giving effect to the issuance of shares of our Class A common stock in this offering. See the section titled "Dilution" below.

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Sales of substantial amounts of our Class A common stock in the public markets, or the perception that such sales could occur, could reduce the price that our Class A common stock might otherwise attain.

        Sales of a substantial number of shares of our Class A common stock in the public market after this offering, or the perception that such sales could occur, could adversely affect the market price of our Class A common stock and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. Based on the total number of outstanding shares of our capital stock as of July 31, 2017, upon completion of this initial public offering, we will have approximately 48,968,305 shares of capital stock outstanding. All of the shares of Class A common stock sold in this initial public offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our "affiliates" as defined in Rule 144 under the Securities Act.

        Subject to certain exceptions described in the section titled "Underwriting," we, our executive officers, directors and holders of a substantial majority of our common stock and securities convertible into or exchangeable for shares of our common stock have entered into or will enter into lock-up agreements with the underwriters of this offering under which we and they have agreed or will agree that, subject to certain exceptions, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., we and they will not dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our common stock for a period of 180 days after the date of this prospectus. In addition, our executive officers, directors and holders of substantially all of our common stock and securities convertible into or exchangeable for shares of our common stock have entered into market standoff agreements with us, or are subject to covenants requiring them to enter into such an agreement, under which they have agreed that, subject to certain exceptions, without our consent, they will not dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our common stock for a period of 180 days after the date of this prospectus. We will agree that, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., we will not release any of the securities subject to these market standoff agreements. When the lock-up period in the lock-up agreements and market standoff agreements expires, we and our locked-up security holders will be able to sell our shares in the public market. In addition, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., on behalf of the underwriters, may release all or some portion of the shares subject to the lock-up agreements or market standoff agreements prior to the expiration of the lock-up period. See the section titled "Shares Eligible for Future Sale" for more information. Sales of a substantial number of such shares, or the perception that such sales may occur, upon expiration of, or early release of the securities subject to, the lock-up agreements or market standoff agreements, could cause our stock price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

        Based on shares outstanding as of July 31, 2017, holders of up to approximately 35,123,279 shares, or 74% of our capital stock after the completion of this offering, will have rights, subject to certain conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all shares of capital stock that we may issue under our equity compensation plans.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.

        We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products or technologies and

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issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

You should rely only on statements made in this prospectus in determining whether to purchase our stock in this initial public offering and not on information in public media that is published by third parties.

        You should carefully read and evaluate all the information in this prospectus. In the past, we have received, and may continue to receive, a high degree of media coverage. This includes coverage that is not attributable to statements made by our officers or employees or incorrectly reports on statements made by our officers or employees. In addition, coverage may be misleading if it omits information provided by us, our officers, or employees or public data. You should rely only on the information contained in this prospectus in determining whether to purchase our shares of Class A common stock.

We do not intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

        We have never declared or paid any dividends on our capital stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A common stock if the market price of our Class A common stock increases.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

        As a public company, and particularly after we are no longer an "emerging growth company," we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NASDAQ and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors' and officers' liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

        Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for:

    any derivative action or proceeding brought on our behalf;

    any action asserting a breach of fiduciary duty;

    any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and

    any action asserting a claim against us that is governed by the internal-affairs doctrine.

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        Our amended and restated certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

        These exclusive-forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

Delaware law and our corporate charter and bylaws will contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

        Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon completion of this offering contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

    a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

    the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

    the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

    a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

    the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

    the requirement for the affirmative vote of holders of at least 662/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business (including our classified board structure) or certain provisions of our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

    the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt;

    advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of us; and

    the authorization of two classes of common stock, as discussed above.

        In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a specified period of time.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. These statements may relate to, but are not limited to, expectations of future operating results or financial performance, capital expenditures, use of proceeds from this offering, introduction of new products and enhancements to our current platform, regulatory compliance, plans for growth and future operations, the size of our addressable market and market trends, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under "Risk Factors." In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "ongoing," "plan," "predict," "project," "potential," "should," "will," or "would," or the negative of these terms or other comparable terminology. Actual events or results may differ from those expressed in these forward-looking statements, and these differences may be material and adverse. The forward-looking statements are contained principally in the sections titled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Result of Operations" and "Business."

        We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section titled "Risk Factors" and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

        In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

        You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or revised expectations, except as required by law.

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INDUSTRY AND MARKET DATA

        Information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity and market size is based on information from various sources, including independent industry publications by 451 Research, Cisco, DB-Engines, Evans Data Corporation, Forrester, IDC and Stack Overflow. In presenting this information, we have also made assumptions based on such data and other similar sources, and on our knowledge of, and our experience to date in, the markets for our services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although neither we nor the underwriters have independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity and market size information included in this prospectus is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" section. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

        The Forrester study described herein represents data, research opinion or viewpoints published by Forrester and are not representations of fact. We have been advised by Forrester that its study speaks as of its original publication date (and not as of the date of this prospectus) and any opinions expressed in the study are subject to change without notice.

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USE OF PROCEEDS

        We estimate that the net proceeds from our issuance and sale of 8,000,000 shares of our Class A common stock in this offering will be approximately $138.2 million, or approximately $159.4 million if the underwriters exercise their over-allotment option in full, based upon an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease the net proceeds to us from this offering by approximately $17.7 million, assuming that the assumed initial offering price to the public remains the same, and after deducting estimated underwriting discounts and commissions. We do not expect that a change in the initial price to the public or the number of shares by these amounts would have a material effect on the uses of the proceeds from this offering, although it may accelerate the time at which we will need to seek additional capital.

        The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock and facilitate our future access to the capital markets. Although we have not yet determined with certainty the manner in which we will allocate the net proceeds of this offering, we currently intend to use the net proceeds from this offering for working capital and other general corporate purposes, including continued investments in our product offerings, growing our customer base, expanding the subscriptions of our existing customers, driving usage of MongoDB Atlas, fostering the MongoDB developer community and expanding our international footprint.

        We may also use a portion of the proceeds from this offering for acquisitions or strategic investments in businesses or technologies, although we do not currently have any plans for any such acquisitions or investments.

        The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short-and intermediate-term, interest-bearing, investment-grade securities and government securities.

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DIVIDEND POLICY

        We have never declared or paid any dividends on our common stock. We currently intend to retain all available funds and any future earnings for the operation and expansion of our business. Accordingly, following this offering, we do not anticipate declaring or paying dividends in the foreseeable future. The payment of any future dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, and other factors that our board of directors may deem relevant. We may also be subject to covenants under future debt arrangements that place restrictions on our ability to pay dividends.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and our capitalization as of July 31, 2017:

    on an actual basis;

    on a pro forma basis to reflect (1) the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 26,952,887 shares of Class B common stock as if such conversion had occurred on July 31, 2017; (2) the reclassification of our redeemable convertible preferred stock warrant liability to stockholders' equity in connection with the expiration of our outstanding redeemable convertible preferred stock warrants as if this offering had occurred on July 31, 2017; and (3) the filing of our amended and restated certificate of incorporation, each of which will occur immediately prior to the completion of this offering; and

    on a pro forma as adjusted basis to reflect the pro forma items described immediately above and the sale of 8,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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        You should read this table together with the sections titled "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  As of July 31, 2017  
 
  Actual   Pro Forma   Pro Forma
As Adjusted(1)
 
 
  (unaudited)
 
 
  (in thousands, except share and per share data)
 

Cash and cash equivalents

  $ 40,769   $ 40,769   $ 180,156  

Redeemable convertible preferred stock warrant liability

  $ 1   $   $  

Redeemable convertible preferred stock, par value $0.001 per share; 41,234,841 shares authorized, 41,232,762 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

    346,428          

Stockholders' (deficit) equity:

                   

Class A common stock, par value $0.001 per share; 162,500,000 shares authorized, 68,199 shares issued and outstanding, actual; 1,000,000,000 shares authorized, 68,199 shares issued and outstanding, pro forma; 1,000,000,000 shares authorized, 8,068,199 shares issued and outstanding, pro forma as adjusted

            8  

Class B common stock, par value $0.001 per share; 113,000,000 shares authorized, 14,046,590 shares issued and 13,947,219 shares outstanding, actual; 100,000,000 shares authorized, 40,999,477 shares issued and 40,900,106 shares outstanding, pro forma; 100,000,000 shares authorized, 40,999,477 shares issued and 40,900,106 shares outstanding, pro forma as adjusted

    14     41     41  

Additional paid-in capital

    76,519     422,921     561,122  

Treasury stock, 99,371 shares

    (1,319 )   (1,319 )   (1,319 )

Accumulated other comprehensive income

    (241 )   (241 )   (241 )

Accumulated deficit

    (393,170 )   (393,170 )   (393,170 )

Total stockholders' (deficit) equity

    (318,197 )   28,232     166,441  

Total capitalization

  $ 28,232   $ 28,232   $ 166,441  

(1)
The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $17.7 million, assuming that the assumed initial offering price to the public remains the same, and after deducting estimated underwriting discounts and commissions.

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        The outstanding share information in the table above excludes:

    2,918,476 shares of Class A common stock and 9,514,220 shares of Class B common stock, in each case, issuable upon the exercise of options outstanding as of July 31, 2017, at a weighted-average exercise price of $8.95 and $6.43 per share, respectively;

    123,602 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2017, at a weighted-average exercise price of $5.85 per share;

    an additional 5,003,719 shares of Class A common stock reserved for future issuance pursuant to our 2016 Equity Incentive Plan, as amended and restated in connection with this offering, as well as, upon the expiration or termination prior to exercise of any shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2008 Stock Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 9,514,220; and

    995,000 shares of Class A common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective.

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DILUTION

        If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the closing of this offering.

        Our historical net tangible book value as of July 31, 2017 was $(324.7) million, or $(23.17) per share of our common stock. Our historical net tangible book value per share represents our total tangible assets less our total liabilities and redeemable convertible preferred stock (which is not included within stockholders' (deficit) equity), divided by the number of shares of Class A common stock and Class B common stock outstanding as of July 31, 2017.

        Our pro forma net tangible book value as of July 31, 2017 was $21.7 million, or $0.53 per share of common stock. Pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares of Class A common stock and Class B common stock outstanding as of July 31, 2017, after giving effect to: (1) the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 26,952,887 shares of Class B common stock as if such conversion had occurred on July 31, 2017; (2) the reclassification of our redeemable convertible preferred stock warrant liability to stockholders' equity in connection with the expiration of our outstanding redeemable convertible preferred stock warrants as if this offering had occurred on July 31, 2017; and (3) the filing of our amended and restated certificate of incorporation, each of which will occur immediately prior to the closing of this offering.

        Our pro forma as adjusted net tangible book value represents our pro forma net tangible book value, plus the effect of the sale of 8,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Our pro forma as adjusted net tangible book value as of July 31, 2017 was $162.7 million, or $3.32 per share of common stock. This amount represents an immediate increase in pro forma net tangible book value of $2.79 per share to our existing stockholders and an immediate dilution of $15.68 per share to investors participating in this offering. We determine dilution per share to investors participating in this offering by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by investors participating in this offering.

        The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share

                 $ 19.00  

Historical net tangible book value per share as of July 31, 2017

  $ (23.17 )      

Increase per share attributable to the pro forma adjustments described above

    23.70        

Pro forma net tangible book value per share as of July 31, 2017

    0.53        

Increase in pro forma net tangible book value per share attributed to new investors purchasing shares from us in this offering

    2.79        

Pro forma as adjusted net tangible book value per share after giving effect to this offering

          3.32  

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

        $ 15.68  

        The pro forma as adjusted dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease

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the pro forma as adjusted net tangible book value per share by $0.15 per share and the dilution per share to investors participating in this offering by $0.85 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase the pro forma as adjusted net tangible book value per share by $0.29 and decrease the dilution per share to investors participating in this offering by $0.29, assuming the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. A 1,000,000 share decrease in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease the pro forma as adjusted net tangible book value per share after this offering by $0.30 and increase the dilution per share to new investors participating in this offering by $0.30, assuming the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions.

        If the underwriters exercise their over-allotment option in full to purchase an additional 1,200,000 shares of our Class A common stock in this offering, the pro forma as adjusted net tangible book value of our common stock would increase to $3.67 per share, representing an immediate increase in the pro forma net tangible book value per share to existing stockholders of $3.14 per share and an immediate dilution of $15.33 per share to investors participating in this offering.

        The following table summarizes as of July 31, 2017, on the pro forma as adjusted basis described above, the number of shares of our Class A common stock and Class B common stock, the total consideration and the average price per share (1) paid to us by our existing stockholders and (2) to be paid by investors purchasing our Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
  Shares Purchased   Total Consideration   Weighted-
Average
Price
Per Share
 
 
  #   %   $   %  

Existing stockholders

    40,968,305     84 % $ 422,960,642     74 % $ 10.32  

New Investors purchasing Class A common stock

    8,000,000     16     152,000,000     26   $ 19.00  

Total

    48,968,305     100.0 % $ 574,960,642     100.0 %      

        If the underwriters exercise their over-allotment option in full, the number of shares held by the existing stockholders after this offering would be reduced to 82% of the total number of shares of our Class A common stock and Class B common stock outstanding after this offering, and the number of shares held by new investors would increase to 9,200,000 shares, or 18% of the total number of shares of our Class A common stock and Class B common stock outstanding after this offering.

        The outstanding share information used in the computations above excludes:

    2,918,476 shares of Class A common stock and 9,514,220 shares of Class B common stock, in each case, issuable upon the exercise of options outstanding as of July 31, 2017, at a weighted-average exercise price of $8.95 and $6.43 per share, respectively;

    123,602 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2017, at a weighted-average exercise price of $5.85 per share;

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    an additional 5,003,719 shares of Class A common stock reserved for future issuance pursuant to our 2016 Equity Incentive Plan, as amended and restated in connection with this offering, as well as, upon the expiration or termination prior to exercise of any shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2008 Stock Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 9,514,220; and

    995,000 shares of Class A common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective.

        To the extent that outstanding options or warrants are exercised, new options or other securities are issued under our equity incentive plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

        We derived the following selected consolidated statements of operations data for the fiscal years ended January 31, 2016 and 2017 and the selected consolidated balance sheet data as of January 31, 2016 and 2017 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the selected consolidated statements of operations data for the six months ended July 31, 2016 and 2017 and the selected consolidated balance sheet data as of July 31, 2017 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of our unaudited interim consolidated financial statements. We derived the following selected consolidated statement of operations data for the fiscal year ended January 31, 2015, and the selected consolidated balance sheet data as of January 31, 2015, from our audited consolidated financial statements not included in this prospectus. Our fiscal year ends January 31.

        Historical results are not necessarily indicative of the results that may be expected in the future, and the results for the six months ended July 31, 2017 are not necessarily indicative of the results to be expected for the full year or any other period. The selected financial data set forth below should be read together with the consolidated financial statements and the related notes included elsewhere in this prospectus, as well as the section of this prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Consolidated Statements of Operations Data:

                               

Revenue:

                               

Subscription

  $ 34,109   $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,679     6,710     10,123     4,906     6,272  

Total revenue

    40,788     65,271     101,358     45,119     67,990  

Cost of revenue(1):

                               

Subscription

    11,305     13,146     19,352     8,675     13,765  

Services

    6,805     7,715     10,515     5,628     5,622  

Total cost of revenue

    18,110     20,861     29,867     14,303     19,387  

Gross profit

    22,678     44,410     71,491     30,816     48,603  

Operating expenses:

                               

Sales and marketing(1)

    52,072     56,613     78,584     37,454     49,037  

Research and development(1)

    33,316     43,465     51,772     25,240     28,826  

General and administrative(1)

    13,005     17,070     27,082     13,531     16,704  

Total operating expenses

    98,393     117,148     157,438     76,225     94,567  

Loss from operations

    (75,715 )   (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense), net

    (660 )   (306 )   (15 )   233     676  

Loss before provision for income taxes

    (76,375 )   (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    298     442     719     150     481  

Net loss

  $ (76,673 ) $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

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  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Net loss per share attributable to common stockholders, basic and diluted

  $ (7.21 ) $ (6.54 ) $ (7.10 ) $ (3.85 ) $ (3.42 )

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted(2)

    10,633,985     11,240,696     12,211,711     11,763,154     13,386,109  

Pro forma net loss per share attributable to common stockholders, basic and diluted(2)

              $ (2.28 )       $ (1.14 )

Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted(2)

                38,068,020           40,296,208  

(1)
Includes stock-based compensation expense as follows:
 
  Year Ended January 31,   Six Months
Ended
July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands)
 

Cost of revenue—subscription

  $ 182   $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    187     272     482     327     170  

Sales and marketing

    2,637     3,524     5,514     3,251     2,697  

Research and development

    2,194     4,034     5,755     3,312     2,567  

General and administrative

    1,897     4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 7,097   $ 12,787   $ 21,004   $ 12,283   $ 9,371  
(2)
See Note 10 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share and pro forma net loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.
 
  As of January 31,    
 
 
  As of
July 31,
2017
 
 
  2015   2016   2017  
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                         

Cash, cash equivalents and short-term investments

  $ 157,588   $ 113,159   $ 116,500   $ 92,451  

Working capital

    131,909     78,355     60,662     29,347  

Total assets

    195,891     156,813     174,432     157,916  

Deferred revenue, current and non-current

    41,034     58,260     93,739     105,266  

Long-term debt, current and non-current, net of debt issuance costs

                 

Redeemable convertible preferred stock warrant liability

    1,211     1,310     1,272     1  

Redeemable convertible preferred stock

    310,315     310,315     345,257     346,428  

Accumulated deficit

    (185,783 )   (259,269 )   (347,401 )   (393,170 )

Total stockholders' deficit

    (171,013 )   (228,505 )   (286,514 )   (318,197 )

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled "Special Note Regarding Forward-Looking Statements" and "Risk Factors" for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year ends January 31.

Overview

        MongoDB is the leading modern, general purpose database platform. Our platform unleashes the power of software and data for developers and the applications they build.

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. To compete effectively in today's global, data-driven market environment, organizations must provide their end-users with applications that capture and leverage the vast volumes of available data. As a result, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        A database is at the heart of every software application. As a result, selecting a database is a highly strategic decision that directly affects developer productivity, application performance and organizational competitiveness. We built our platform to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our platform addresses the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. This allows software developers to build or modernize applications quickly and intuitively, making developers more productive and giving their organizations a competitive advantage.

        Our founders were frustrated by the challenges of working with legacy database offerings and started our company in 2007 with the goal of creating a modern database platform to address these challenges while maintaining the best aspects of relational databases. We have historically invested significant amounts in research and development to build our platform.

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        Since our founding, we have achieved the following significant milestones:

GRAPHIC

2009:   MongoDB Community Server version 0.9 released
2011:   Launched MongoDB's first cloud management tools
2012:   Began providing 24x365 technical support
2013:   Introduced first commercial version of MongoDB Enterprise Database Server
2014:   Acquired WiredTiger, a storage engine, to expand the breadth of use cases supported on our platform
2015:   Introduced MongoDB Compass, our graphical user interface and our analytics integrations, including Connector for BI
2016:   Launched MongoDB Atlas, our database-as-a-service, or DBaaS, offering, and released the latest version of our platform
2017:   Surpassed 4,000 customers and expanded MongoDB Atlas to all three major public cloud providers, offering customers multiple deployment options to avoid vendor lock-in

        We generate revenue primarily from sales of subscriptions, which accounted for 90% and 91% of our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. Our primary subscription package is MongoDB Enterprise Advanced, which represented 71% and 69% of our subscription revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. MongoDB Enterprise Advanced is our comprehensive offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment, and includes our proprietary database server, enterprise management capabilities, our graphical user interface, analytics integrations, technical support and a commercial license to our platform.

        To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that includes the core functionality developers need to get started with MongoDB but not all of the features of our commercial platform.

        Many of our enterprise customers initially get to know our software by using Community Server. As a result, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. We sell subscriptions directly through our field and inside sales teams, as well as indirectly through channel partners. Our subscription offerings are generally priced on a per server basis, subject to a per server RAM limit. The majority of our subscription contracts are one year in duration and invoiced upfront, although a growing number of our customers are entering

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into multi-year subscriptions. When we enter into multi-year subscriptions, we typically invoice the customer on an annual basis.

        We introduced MongoDB Atlas in June 2016. MongoDB Atlas is our cloud hosted DBaaS offering that includes comprehensive infrastructure and management of Community Server. It represented 1% of our total revenue in fiscal year 2017 and 5% of our total revenue for the six months ended July 31, 2017. MongoDB Atlas is consumption-based and charged monthly to the customer based on usage. Given our platform has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone, our initial growth strategy for MongoDB Atlas is to convert developers and their organizations who are already using Community Server to become customers of MongoDB Atlas and enjoy the benefits of a managed offering. We have invested significantly in MongoDB Atlas and our ability to drive adoption of MongoDB Atlas is a key component of our growth strategy.

        We also generate revenue from services, which consist primarily of fees associated with consulting and training services. Revenue from services accounted for 10% and 9% of our total revenue in fiscal year 2017 and in the six months ended July 31, 2017, respectively. We expect to continue to invest in our services organization as we believe it plays an important role in accelerating our customers' realization of the benefits of our platform, which helps drive customer retention and expansion.

        We believe the market for our solutions is large and growing. We have made substantial investments in developing our platform and expanding our sales and marketing footprint. Worldwide, we have offices in 14 countries and our employee base has grown from 472 as of January 31, 2016 to 826 as of July 31, 2017. We intend to continue to invest heavily to grow our business to take advantage of our market opportunity rather than optimizing for profitability or cash flow in the near future.

        We have experienced rapid growth. As of July 31, 2017, we had over 4,300 customers across a wide range of industries and in more than 85 countries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. Our customers include over half of the Global Fortune 100 companies. For the fiscal years ended January 31, 2015, 2016 and 2017, our total revenue was $40.8 million, $65.3 million and $101.4 million, respectively, representing year-over-year growth of 60% for fiscal year 2016 and 55% for fiscal year 2017. For the six months ended July 31, 2017, our total revenue was $68.0 million. We believe our net annual recurring revenue, or ARR, expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates the attractiveness of our platform to our customers. See the section titled "—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" below for a description of ARR and a discussion of net ARR expansion rate. Our net loss was $76.7 million, $73.5 million, $86.7 million and $45.8 million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our operating cash flow was $(62.0) million, $(47.0) million, $(38.1) million and $(26.9) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our free cash flow was $(64.7) million, $(47.4) million, $(39.8) million and $(28.5) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. See the section titled "—Liquidity and Capital Resources—Non-GAAP Free Cash Flow" below.

        To manage our growth effectively, we must continue to improve and expand our operational, financial, and management processes and controls, and our reporting systems and procedures, which will require significant expenditures and allocation of valuable management and employee resources. We will also need to continue to hire, retain and motivate qualified personnel to support our growth. Additionally, we face intense competition in the database software market. To compete successfully, we need to continue to invest in our product offerings and our sales and marketing teams with the goal of driving customer adoption. If we are unable to successfully address these challenges, our business, results of operations and financial condition could be adversely affected.

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Factors Affecting Our Performance

Extending Product Leadership and Maintaining Developer Mindshare

        We are committed to delivering market-leading products to continue to build and maintain credibility with the global software developer community. We believe we must maintain our product leadership position and the strength of our brand to drive further revenue growth. For example, we recently introduced MongoDB Atlas, an important part of our run-anywhere solution, to capitalize on the existing demand for a managed version of our Community Server offering which many companies currently self-deploy and manage in the cloud. We have also introduced an encrypted storage engine to secure data natively within our platform, allowing customers to utilize our platform for applications in highly regulated industries with specific and rigorous security requirements. We intend to continue to invest in our engineering capabilities and marketing activities to maintain our strong position in the developer community. We have spent $196.8 million on research and development since our inception. Our results of operations may fluctuate as we make these investments to drive increased customer adoption and usage.

Growing Our Customer Base

        We are intensely focused on continuing to grow our customer base. We have invested, and expect to continue to invest, heavily in our sales and marketing efforts and developer community outreach, which are critical to driving customer acquisition. As of July 31, 2017, we had over 4,300 customers in over 85 countries, which spanned across organizations of all sizes and industries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. All affiliated entities are counted as a single customer. As of July 31, 2017, we had over 1,350 customers that were sold through our direct sales force and channel partners, as compared to over 900 and over 1,200 such customers as of January 31, 2016 and 2017, respectively. These customers, which we refer to as our Direct Customers, accounted for 96%, 95% and 92% of our subscription revenue for the fiscal years ended January 31, 2016 and 2017 and the six months ended July 31, 2017, respectively. We are also focused on increasing the number of MongoDB Atlas customers, which was over 1,900 as of July 31, 2017, just 13 months since its launch.

Retaining and Expanding Revenue from Existing Customers

        The economic attractiveness of our subscription-based model is driven by customer renewals and increasing existing customer subscriptions over time, referred to as land-and-expand. We believe that there is a significant opportunity to drive additional sales to existing customers, and expect to invest in sales and marketing and customer success personnel and activities to achieve additional revenue growth from existing customers. As an application grows and requires additional capacity, our customers increase their subscriptions to our platform. In addition, our customers expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their IT infrastructure and move to the cloud, they may migrate applications from legacy databases. Our goal is to increase the number of customers that standardize on our database within their organization, which can include offering centralized internal support or providing MongoDB-as-a-service internally. Over time, the average subscription amount for our Direct Customers has increased. In addition, self-service customers have begun to increase their consumption of our products, particularly MongoDB Atlas. For self-service customers, we measure their annualized MRR, or monthly recurring revenue, which is calculated by annualizing their usage of our self-serve products in the prior 30 days and assuming no increases or reductions in their usage. The number of customers with $100,000 or greater in ARR and annualized MRR was 110, 164, 246 and 296 as of January 31, 2015, 2016 and 2017 and July 31, 2017,

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respectively. See the section titled "—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" below for a description of ARR. Our ability to increase sales to existing customers will depend on a number of factors, including customers' satisfaction or dissatisfaction with our products and services, competition, pricing, economic conditions or overall changes in our customers' spending levels.

Increasing Adoption of MongoDB Atlas

        In June 2016, we introduced MongoDB Atlas. This hosted cloud offering is an important part of our run-anywhere solution and allows us to generate revenue from Community Server, converting users who do not need all of the benefits of MongoDB Enterprise Advanced to customers. To accelerate adoption of this DBaaS offering, we recently introduced tools to easily migrate existing users of our Community Server offering to MongoDB Atlas. We also recently introduced a free tier for MongoDB Atlas that includes limited processing power and storage to drive usage and adoption of MongoDB Atlas among developers.

Investing in Growth and Scaling Our Business

        We are focused on our long-term revenue potential. We believe that our market opportunity is large, and we will continue to invest significantly in scaling across all organizational functions in order to grow our operations both domestically and internationally. Any investments we make in our sales and marketing organization will occur in advance of experiencing the benefits from such investments, so it may be difficult for us to determine if we are efficiently allocating resources in those areas. We have increased our sales and marketing headcount from 174 employees as of January 31, 2016 to 325 employees as of July 31, 2017. We expect to use the proceeds from this offering, in part, to fund this growth and do not expect to be profitable in the near future.

Cohort and Contribution Margin Analyses

Direct Customer Cohort Analyses

        We have a history of attracting new customers and generally increasing their annual spend with us over time by expanding their subscriptions to our platform. Specifically, the chart below illustrates the total ARR from each cohort over the fiscal years presented. We define ARR as the subscription revenue we would contractually expect to receive from customers over the following 12 months assuming no increases or reductions in their subscriptions. ARR excludes MongoDB Atlas, professional services and other self-service products. Each cohort represents customers who made their initial purchase from us in a given fiscal year. For example, the fiscal year 2013 cohort represents all customers who made their initial purchase from us between February 1, 2012 and January 31, 2013. The fiscal year 2013 cohort increased their initial ARR from $5.3 million to $22.1 million in fiscal year 2017, representing a multiple of 4.1x.

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GRAPHIC

        Additionally, as of January 31, 2017, the ARR from our top 25 customers who became customers prior to fiscal year 2017 had increased 12.3x on average as compared to the initial ARR from these customers. All of these customers had ARR in excess of $500,000 as of January 31, 2017.

        To further illustrate the land-and-expand economics of our customer relationships, we examine the rate at which our customers increase their subscriptions with us, called net ARR expansion rate. We calculate net ARR expansion rate by dividing the ARR for a given period from customers who were also customers at the close of the same period in the prior year, the base period, by the ARR from all customers at the close of the base period, including those who churned or reduced their subscriptions. As of July 31, 2017, the net ARR expansion rate was 128%. The net ARR expansion rate has been over 120% for each of the last ten fiscal quarters.

Contribution Margin Analysis

        To provide a further understanding of the economics of our customer relationships and the efficiency of our direct sales force, we are providing a contribution margin analysis of the customers we acquired during the fiscal year ended January 31, 2015, which we refer to as the 2015 Cohort. We believe the 2015 Cohort is a fair representation of our overall customer base because it includes customers across industries and geographies and includes customers who have expanded their subscriptions as well as those who have reduced or not renewed their subscriptions. We define contribution margin as the ARR of subscription commitments from the customer cohort at the end of a period as compared to the associated cost of ARR and estimated allocated sales and marketing expense, which we collectively refer to as associated costs. We define contribution margin percentage as contribution margin divided by the ARR associated with such cohort in a given period. In this analysis, we do not include revenue, the associated costs and sales and marketing expense of professional services and our self-service products, as they are not included in ARR. Unlike our financial statements, contribution margin is not prepared in accordance with GAAP. Contribution margin utilizes ARR and associated costs and thereby may accelerate sales and expenses in a period that would not be

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recognized yet under GAAP. For example, this analysis may accelerate commissions expense in a period that may be deferred under GAAP.

        Contribution margin is an operational measure; it is not a financial measure of profitability and is not intended to be used as a proxy for the profitability of our business nor does it imply profitability. We have not yet achieved profitability, and even if our ARR exceeds our associated costs over time, we may not be able to achieve or maintain profitability. In addition, contribution margin is not a measure that our management utilizes to manage or evaluate the business nor is it a predictor of past or future financial performance. The relationship of ARR to associated costs is not necessarily indicative of future performance, and we cannot predict whether future contribution margin analyses will be similar to the analysis below. Other companies may calculate contribution margin differently and, therefore, the analyses of other companies may not be directly comparable to ours.

        Cost associated with ARR primarily includes personnel costs, including salaries, bonuses and benefits, for employees associated with our subscription agreements principally related to technical support and allocated shared costs. Cost associated with ARR is estimated for a given period by multiplying the cost of subscription revenue as a percentage of subscription revenue for products associated with ARR for that period by the ARR in such period. Estimated allocated sales and marketing expense includes personnel costs, including salaries, sales commissions and benefits, and marketing program expenses associated with the sales and marketing efforts to increase ARR through acquiring new customers or expanding subscriptions of existing customers or renewals of existing ARR. We attribute estimated allocated sales and marketing expense for new ARR to the period when a new customer begins a subscription or when an existing customer expands its subscription with us. We allocate costs associated with renewals of ARR to the renewal period. The allocation of sales and marketing expenses associated with new ARR are allocated to new and existing customers based on the amount of new ARR generated from each group, incorporating the proportion by which selling to existing customers is more efficient than acquiring new customers. The relative efficiency of selling new ARR to existing customers as compared to acquiring new customers results from the fact that these transactions close more quickly, close at a higher rate and are larger than deals for new customers. The proportion of relative efficiency used in the contribution margin analysis is based on our internal operational data for each of these factors. Cost associated with ARR and estimated allocated sales and marketing expense do not include share-based compensation, as it is a non-cash expense. They also do not include research and development and general and administrative expenses because these expenses support the growth of our business broadly and benefit all customers.

        At the end of fiscal year 2015, the 2015 Cohort accounted for $11.5 million in ARR and $24.3 million in associated costs, representing a contribution margin of ($12.8) million, or a contribution margin percentage of (111)%. At the end of fiscal year 2016, the 2015 Cohort accounted for $12.8 million in ARR and $5.2 million in associated costs, representing a contribution margin of $7.6 million, or a contribution margin percentage of 59%. At the end of fiscal year 2017, the 2015 Cohort accounted for $19.5 million in ARR and $7.8 million in associated costs, representing a contribution margin of $11.7 million, or a contribution margin percentage of 60%. These metrics are illustrated in the chart below.

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GRAPHIC

        The 2015 Cohort may not be representative of any other group of customers or periods. We expect that the contribution margin and contribution margin percentage of our customer cohorts will fluctuate from one period to another depending upon the number of customers remaining in each cohort, our ability to increase their ARR, other changes in their subscriptions, as well as changes in our associated costs. We may not experience similar financial outcomes from future customers. We do not have consistent corresponding information for prior historical periods that would allow us to present additional historical cohorts, and the ARR, associated costs, contribution margins and contribution margin percentages from such cohorts could vary.

Components of Results of Operations

Revenue

        We derive revenue primarily from subscriptions and, to a lesser extent, services.

        Subscription Revenue.    Our subscription revenue is comprised of term licenses and hosted as-a-service solutions. Subscriptions to term licenses include technical support and access to new software versions on a when-and-if available basis. Revenue from our term licenses is recognized ratably and is typically billed annually in advance. Revenue from our hosted as-a-service solutions is primarily generated on a usage basis and is billed either in arrears or paid up front.

        Services Revenue.    Services revenue is comprised of consulting and training services and is recognized over the period of delivery of the applicable services. We recognize revenue from services agreements as services are delivered if sold on a stand-alone basis and ratably over the contractual period if sold as a bundled element along with our subscriptions.

        We expect our revenue may vary from period to period based on, among other things, the timing and size of new subscriptions, the rate of customer renewals and expansions, delivery of professional services, the impact of significant transactions and seasonality of or fluctuations in usage for our consumption-based customers.

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Cost of Revenue

        Cost of Subscription Revenue.    Cost of subscription revenue primarily includes personnel costs, including salaries, bonuses and benefits, and stock-based compensation, for employees associated with our subscription arrangements principally related to technical support and allocated shared costs, as well as depreciation and amortization. Our cost of subscription revenue for our hosted as-a-service solutions includes third-party hosting infrastructure and overhead. We expect our cost of subscription revenue to increase in absolute dollars as our subscription revenue increases and, depending on the results of MongoDB Atlas, may increase as a percentage of subscription revenue as well.

        Cost of Services Revenue.    Cost of services revenue primarily includes personnel costs, including salaries and benefits, and stock-based compensation, for employees associated with our professional service contracts, travel costs and allocated shared costs, as well as depreciation and amortization. We expect our cost of services revenue to increase in absolute dollars as our services revenue increases.

Gross Profit and Gross Margin

        Gross Profit.    Gross profit represents revenue less cost of revenue.

        Gross Margin.    Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services, the mix of products sold, transaction volume growth and the mix of revenue between subscriptions and services. We expect our gross margin to fluctuate over time depending on the factors described above and, to the extent MongoDB Atlas revenue increases as a percentage of total revenue, our gross margin may decline as a result of the associated hosting costs of MongoDB Atlas.

Operating Expenses

        Our operating expenses consist of sales and marketing, research and development and general and administrative expenses. Personnel costs are the most significant component of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities, information technology and employee benefit costs.

        Sales and Marketing.    Sales and marketing expense consists primarily of personnel costs, including salaries, sales commission and benefits, bonuses and stock-based compensation. These expenses also include costs related to marketing programs, travel-related expenses and allocated overhead. Marketing programs consist of advertising, events, corporate communications, and brand-building and developer-community activities. We expect our sales and marketing expense to increase in absolute dollars over time as we expand our sales force and increase our marketing resources, expand into new markets and further develop our channel program.

        Research and Development.    Research and development expense consists primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation. It also includes amortization associated with intangible acquired assets and allocated overhead. We expect our research and development expenses to continue to increase in absolute dollars, as we continue to invest in our platform and develop new products.

        General and Administrative.    General and administrative expense consists primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation for administrative functions including finance, legal, human resources and external legal and accounting fees, as well as allocated overhead. We expect general and administrative expense to increase in absolute dollars over

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time as we continue to invest in the growth of our business and begin to operate as a publicly-traded company.

Other Income (Expense), net

        Other income (expense), net consists primarily of interest income and gains and losses from foreign currency transactions.

Provision for Income Taxes

        Provision for income taxes consists primarily of state income taxes in the United States and income taxes in certain foreign jurisdictions in which we conduct business. At January 31, 2017, we had net operating loss, or NOL, carryforwards for federal, state and Irish income tax purposes of $175.6 million, $138.6 million and $119.3 million, respectively, which begin to expire in the year ending January 31, 2028 for federal purposes and in the year ending January 31, 2021 for state purposes. Ireland allows NOLs to be carried forward indefinitely. Under Section 382 of the U.S. Internal Revenue Code of 1986, or Code, a corporation that experiences an "ownership change" is subject to a limitation on its ability to utilize its pre-change NOLs to offset future taxable income. In April 2017, we completed an analysis under Section 382 to evaluate whether there are any limitations on our NOLs through January 31, 2017 and concluded that the prior ownership changes do not limit the utilization of the NOLs before they expire, assuming sufficient future federal and state taxable income. However, it is possible that we could experience a future ownership change under Section 382 or other regulatory changes, such as suspension on the use of the NOLs, that could result in the expiration of our NOLs or otherwise cause them to be unavailable to offset future federal and state taxable income.

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Results of Operations

        The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our total revenue:

 
  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
  (in thousands)
 

Consolidated Statements of Operations Data:

                         

Revenue:

                         

Subscription

  $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,710     10,123     4,906     6,272  

Total revenue

    65,271     101,358     45,119     67,990  

Cost of revenue(1):

                         

Subscription

    13,146     19,352     8,675     13,765  

Services

    7,715     10,515     5,628     5,622  

Total cost of revenue

    20,861     29,867     14,303     19,387  

Gross profit

    44,410     71,491     30,816     48,603  

Operating expenses:

                         

Sales and marketing(1)

    56,613     78,584     37,454     49,037  

Research and development(1)

    43,465     51,772     25,240     28,826  

General and administrative(1)

    17,070     27,082     13,531     16,704  

Total operating expenses

    117,148     157,438     76,225     94,567  

Loss from operations

    (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense), net

    (306 )   (15 )   233     676  

Loss before provision for income taxes

    (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    442     719     150     481  

Net loss

  $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

(1)
Includes stock-based compensation expense as follows:
 
  Year
Ended January 31,
  Six Months
Ended July 31,
 
 
  2016   2017   2016   2017  
 
   
  (in thousands)
   
 

Cost of revenue—subscription

  $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    272     482     327     170  

Sales and marketing

    3,524     5,514     3,251     2,697  

Research and development

    4,034     5,755     3,312     2,567  

General and administrative

    4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 12,787   $ 21,004   $ 12,283   $ 9,371  

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  Year Ended January 31,   Six Months Ended July 31,  
 
  2016   2017   2016   2017  

Percentage of Revenue Data:

                         

Revenue:

                         

Subscription

    90 %   90 %   89 %   91 %

Services

    10     10     11     9  

Total revenue

    100     100     100     100  

Cost of revenue:

                         

Subscription

    20     19     19     20  

Services

    12     10     13     9  

Total cost of revenue

    32     29     32     29  

Gross profit

    68     71     68     71  

Operating expenses:

                         

Sales and marketing

    87     78     83     72  

Research and development

    67     51     56     42  

General and administrative

    25     27     30     25  

Total operating expenses

    179     156     169     139  

Loss from operations

    (111 )   (85 )   (101 )   (68 )

Other income (expense), net

    (1 )       1     1  

Loss before provision for income taxes

    (112 )   (85 )   (100 )   (67 )

Provision for income taxes

    1     1         1  

Net loss

    (113 )%   (86 )%   (100 )%   (68 )%

Comparison of the Six Months Ended July 31, 2016 and 2017

Revenue

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription

  $ 40,213   $ 61,718   $ 21,505     53 %

Services

    4,906     6,272     1,366     28  

Total revenue

  $ 45,119   $ 67,990   $ 22,871     51 %

        Total revenue growth reflects increased demand for our platform and related services. Subscription revenue increased by $21.5 million, $11.0 million of which resulted from sales to new customers of which $2.1 million resulted from the launch of MongoDB Atlas, and the remaining balance resulted from sales to existing customers. Increase in services revenue was driven primarily by an increase in sales of professional services to new customers.

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Cost of Revenue, Gross Profit and Gross Margin Percentage

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription cost of revenue

  $ 8,675   $ 13,765   $ 5,090     59 %

Services cost of revenue

    5,628     5,622     (6 )    

Total cost of revenue

  $ 14,303   $ 19,387   $ 5,084     36 %

Gross profit

  $ 30,816   $ 48,603   $ 17,787     58 %

Gross margin

    68 %   71 %            

Subscription

    78 %   78 %            

Services

    (15 )%   10 %            

        The increase in subscription cost of revenue was primarily due to a $2.5 million increase in third-party hosting infrastructure, primarly associated with the launch of MongoDB Atlas, and a $1.4 million increase in personnel costs associated with increased headcount in our support organization. Total headcount in our support and services organizations increased 29% from July 31, 2016 to July 31, 2017.

        Gross margin increased from 68% in the six months ended July 31, 2016 to 71% in the six months ended July 31, 2017. The increase in gross margin was primarily driven by an increase in services gross margin of 25 percentage points. The services gross margin increase was primarily driven by economies of scale achieved in our services organization.

Operating Expenses

    Sales and Marketing

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Sales and marketing

  $ 37,454   $ 49,037   $ 11,583     31 %

        The increase in sales and marketing expense was primarily due to an increase of $9.9 million in personnel costs driven by an increase in sales and marketing headcount of 43%, from 227 as of July 31, 2016 to 325 as of July 31, 2017, and an increase of $0.9 million in marketing programs costs during the six months ended July 31, 2017.

    Research and Development

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Research and development

  $ 25,240   $ 28,826   $ 3,586     14 %

        The increase in research and development expense was primarily driven by an increase of $4.2 million in personnel costs as we increased our research and development headcount, partially offset by a decrease of $0.7 million in stock-based compensation expense due to the option repricing we effected in April 2016.

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    General and Administrative

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

General and administrative

  $ 13,531   $ 16,704   $ 3,173     23 %

        The general and administrative expense increase was primarily due to an increase in general and administrative personnel headcount, resulting in an increase of $3.4 million in personnel costs, and a $0.8 million increase in professional services-related fees, partially offset by a decrease of $1.5 million in stock-based compensation expense due to the option repricing we effected in April 2016.

Other Income, net

 
  Six Months
Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Other income, net

  $ 233   $ 676   $ 443     190 %

        The increase in other income, net was primarily due to an increase in interest income on investments and net gains from foreign currency transactions.

Provision for Income Taxes

 
  Six Months
Ended July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Provision for income taxes

  $ 150   $ 481   $ 331     221 %

        The increase in provision for income taxes was primarily due to an increase in foreign taxes as we continued our global expansion.

Comparison of the Years Ended January 31, 2016 and 2017

Revenue

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription

  $ 58,561   $ 91,235   $ 32,674     56 %

Services

    6,710     10,123     3,413     51  

Total revenue

  $ 65,271   $ 101,358   $ 36,087     55 %

        Total revenue growth reflects increased demand for our platform and related services. Subscription revenue increased by $32.7 million, $11.5 million of which resulted from sales to new customers and the remaining balance resulted from sales to existing customers. Increase in services revenue was driven primarily by an increase in sales of professional services to new customers.

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Cost of Revenue, Gross Profit and Gross Margin Percentage

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription cost of revenue

  $ 13,146   $ 19,352   $ 6,206     47 %

Services cost of revenue

    7,715     10,515     2,800     36  

Total cost of revenue

  $ 20,861   $ 29,867   $ 9,006     43 %

Gross profit

  $ 44,410   $ 71,491   $ 27,081     61 %

Gross margin

    68 %   71 %            

Subscription

    78 %   79 %            

Services

    (15 )%   (4 )%            

        The increase in subscription cost of revenue was primarily due to a $4.2 million increase in personnel costs associated with increased headcount in our support organization, a $1.1 million increase in third-party hosting infrastructure, primarily associated with the launch of MongoDB Atlas, and a $0.3 million increase in stock-based compensation. The increase in services cost of revenue was primarily due to a $2.1 million increase in personnel costs associated with increased headcount in our services organization and a $0.2 million increase in stock-based compensation. Total headcount in our support and services organizations increased 50% from January 31, 2016 to January 31, 2017.

        Gross margin increased from 68% in fiscal year 2016 to 71% in fiscal year 2017. The increase in gross margin was primarily driven by an increase in subscription gross margin of one percentage point and an increase in services gross margin of 11 percentage points. The subscription gross margin increase was primarily driven by higher sales volume, our mix of subscriptions sold, and economies of scale in our technical support team. The services gross margin increase was primarily driven by economies of scale achieved in our services organization.

Operating Expenses

    Sales and Marketing

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Sales and marketing

  $ 56,613   $ 78,584   $ 21,971     39 %

        The increase in sales and marketing expense was primarily due to an increase of $14.5 million in personnel costs, including an increase in commission expenses of $5.5 million, and an increase of $2.0 million in stock-based compensation expense, both driven by an increase in sales and marketing headcount of 61% from 174 as of January 31, 2016 to 280 as of January 31, 2017. The remainder of the increase was primarily attributable to an increase of $2.4 million in travel expenses and of $1.6 million in marketing programs.

    Research and Development

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Research and development

  $ 43,465   $ 51,772   $ 8,307     19 %

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Table of Contents

        The increase in research and development expense was primarily driven by an increase of $5.4 million in personnel costs and an increase of $1.7 million in stock-based compensation expense, as we increased our research and development headcount.

    General and Administrative

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %