SEC Form 4 · accession 0001140361-15-025336

MINDBODY, Inc. · MB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Daniel K Turner III

10% Owner

Montreux Equity Partners V, L.P.

10% Owner

Montreux Equity Partners V Associates I, LLC

10% Owner

Period of report

Jun 24, 2015

Accepted (ET)

Jun 24, 2015 · 5:36 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
Common Stock^F1,F2,F4	Jun 24, 2015	C	19,668	—	A	336,633	I	See footnote
Common Stock^F1,F2,F3,F5	Jun 24, 2015	C	590,554	—	A	594,349	I	See footnote
Common Stock^F6,F4	Jun 24, 2015	J	336,633	—	D	0	I	See footnote
Common Stock^F6,F5	Jun 24, 2015	J	594,349	—	D	0	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F4,F1	—	Jun 24, 2015	C	12,042	D	—	—	Common Stock	12,147	0	I
Series A Preferred Stock^F5,F1	—	Jun 24, 2015	C	145	D	—	—	Common Stock	146	0	I
Series B Preferred Stock^F4,F2	—	Jun 24, 2015	C	7,412	D	—	—	Common Stock	7,521	0	I
Series B Preferred Stock^F5,F2	—	Jun 24, 2015	C	87	D	—	—	Common Stock	88	0	I
Series G Preferred Stock^F5,F3	—	Jun 24, 2015	C	590,320	D	—	—	Common Stock	590,320	0	I
Class B Common Stock^F6,F7,F4	—	Jun 24, 2015	J	336,633	A	—	—	Class A Common Stock	336,633	336,633	I
Class B Common Stock^F6,F7,F5	—	Jun 24, 2015	J	594,349	A	—	—	Class A Common Stock	594,349	594,349	I

Explanation of responses

F1The Series A Preferred Stock automatically converted into Common Stock on a 1:1.00877635428226 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F2The Series B Preferred Stock automatically converted into Common Stock on a 1:1.01483963618956 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F3The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F4Shares held of record by Montreux Equity Partners V Associates I, LLC. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V Associates I, LLC. By reason of these relationships, Montreux Equity Management V, LLC and Mr. Turner may be deemed to beneficially own the securities reported herein. Each of Montreux Equity Management V, LLC and Mr. Turner disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.
F5Shares held of record by Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V, L.P. By reason of these relationships, Montreux Equity Management V, LLC and Mr. Turner may be deemed to beneficially own the securities reported herein. Each of Montreux Equity Management V, LLC and Mr. Turner disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.
F6Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F7Each 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.