SEC Form 4 · accession 0000899243-16-028018
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bessemer Venture Partners VII Institutional L.P.
Director · 10% Owner
BVP VII SPECIAL OPPORTUNITY FUND LP
Director · 10% Owner
Bessemer Venture Partners VII L.P.
Director · 10% Owner
Deer VII & Co. Ltd.
Director · 10% Owner
Deer VII & Co. L.P.
Director · 10% Owner
Period of report
Aug 22, 2016
Accepted (ET)
Aug 24, 2016 · 7:00 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 | Aug 22, 2016 | C | 500,000 | $0.00 | A | 500,000 | I | See Footnotes |
| Class A Common StockF2,F5,F3,F4 | Aug 22, 2016 | S | 500,000 | $16.95 | D | 0 | 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,F6,F3,F4 | — | Aug 22, 2016 | C | 500,000 | D | — | — | Class A Common Stock | 500,000 | 3,634,023 | 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 August 22, 2016, Bessemer Venture Partners VII L.P. ("BVP VII") sold 160,000 shares, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 70,000 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 270,000 shares at a sale price of $16.95.
- F3Deer VII & Co. Ltd. ("Deer VII Ltd") is the general partner of Deer VII & Co. L.P. ("Deer VII LP" and, together with the Funds and Deer VII Ltd, the "Bessemer Entities"), which is the general partner of the Funds. Deer VII Ltd and Deer VII LP disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer VII Ltd and Deer VII LP are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
- F4Jeremy Levine, a director of Deer VII Ltd, serves as the representative of the Bessemer Entities on the Issuer's board of directors.
- F5The shares were sold in a single execution, which took place at the price indicated above. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such execution.
- F6After the reported transaction, BVP VII owned 1,162,888 shares, BVP VII Inst owned 508,762 shares, and BVP VII SOF owned 1,962,373 shares.