SEC Form 4 · accession 0000899243-16-019983
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy S. Levine
Director
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 8:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001458962
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F1,F3,F4 | May 11, 2016 | C | 0 | $0.00 | A | 0 | I | See Footnotes |
| Class A Common StockF2,F5,F3,F4 | May 11, 2016 | S$0 | 0 | $0.00 | D | 26,085 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F1,F3,F4 | — | May 11, 2016 | C | 0 | D | — | — | Class A Common Stock | 0 | 0 | I |
Explanation of responses
- F1Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
- F2On May 11, 2016, Bessemer Venture Partners VII L.P. ("BVP VII") sold 80,000 shares, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 35,000 shares, and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 135,000 shares at a sale price of $14.20.
- F3After the above transaction, BVP VII owned 1,786,249 shares, BVP VII Inst owned 781,482 shares, and BVP VII SOF owned 3,014,294 shares.
- F4Mr. Levine is a director of Deer VII & Co. Ltd. ("Deer VII Ltd"), the general partner of Deer VII & Co. L.P. ("Deer VII LP"), the general partner of the Funds. Mr. Levine disclaims beneficial ownership of the securities sold by the Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII Ltd, his interest in Deer VII LP, and his indirect limited partnership interest in the Funds.
- F5Represents shares received by the reporting person in one or more pro rata distributions-in-kind from the Funds and Deer VII LP on May 5, 2016, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.