SEC Form 4 · accession 0001209191-15-055983

MINDBODY, Inc. · MB

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

Reporting owners

W Capital Partners III, L.P.

10% Owner

WCP GP III, LLC

10% Owner

WCP GP III, L.P.

10% Owner

Period of report

Jun 24, 2015

Accepted (ET)

Jun 24, 2015 · 5:41 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,F3,F4,F5}	Jun 24, 2015	C	1,867,565	—	A	2,829,842	I	See Footnotes
Common Stock^F6,F4,F5	Jun 24, 2015	J	2,829,842	—	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
Series A Redeemable Convertible Preferred Stock^F1,F4,F5	—	Jun 24, 2015	C	36,882	D	—	—	Common Stock	36,882	0	I
Series B Redeemable Convertible Preferred Stock^F2,F4,F5	—	Jun 24, 2015	C	22,833	D	—	—	Common Stock	22,833	0	I
Series G Redeemable Convertible Preferred Stock^F3,F4,F5	—	Jun 24, 2015	C	1,807,850	D	—	—	Common Stock	1,807,850	0	I
Class B Common Stock^F6,F7,F4,F5	—	Jun 24, 2015	J	2,829,842	A	—	—	Class A Common Stock	2,829,842	2,829,842	I

Explanation of responses

F1The Series A Redeemable Convertible Preferred Stock automatically converted into Common Stock on a 1:100877635428226 basis immediately prior to the closing of the Issuer's IPO and had no expiration date.
F2The Series B Redeemable Convertible Preferred Stock automatically converted into Common Stock on a 1:01483963618956 basis immediately prior to the closing of the Issuer's IPO and had no expiration date.
F3The Series G Redeemable Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO and had no expiration date.
F4Shares are held directly by W Capital Partners III, L.P. ("Fund III"). The sole general partner of Fund III is WCP GP III, L.P. ("WCP LP"), and the sole general partner of WCP LP is WCP GP III, LLC ("WCP LLC", and together with Fund III and WCP LP, the "W Capital Entities"). Each of the W Capital Entities may be deemed to have sole voting, investment and dispositive power with respect to the shares held directly by Fund III. WCP LP disclaims beneficial ownership of the securities owned directly by Fund III, and this report shall not be deemed as an admission that it is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in Fund III.
F5(Continued from Footnote 4) WCP LLC disclaims beneficial ownership of the securities owned directly by Fund III, and this report shall not be deemed as an admission that it is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in WCP LP.
F6Following the conversion of each series of the Issuer's redeemable convertible preferred stock into Common Stock and immediately prior to the closing of the Issuer's IPO, each share of Common Stock was reclassified into one (1) share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F7Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock (i) upon any transfer, whether or not for value, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, including transfers for tax and estate planning purposes so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred, and (ii) June 18, 2022.

Remarks

EXHIBIT 99.1 Joint Filer Information