SEC Form 4 · accession 0001209191-15-056552
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Catalyst Investors II LP
10% Owner
Catalyst Investors QP II LP
10% Owner
CATALYST INVESTORS PARTNERS II, L.P.
10% Owner
Catalyst Investors Partners, L.L.C.
10% Owner
Period of report
Jun 24, 2015
Accepted (ET)
Jun 25, 2015 · 7:42 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 StockF1,F2,F3,F4,F5 | Jun 24, 2015 | C | 4,943,099 | — | A | 4,943,099 | I | See footnote |
| Common StockF6,F4,F5 | Jun 24, 2015 | J | 4,943,099 | — | 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 StockF1,F4,F7 | — | Jun 24, 2015 | C | 94,999 | D | — | — | Common Stock | 94,999 | 0 | I |
| Series C Preferred StockF2,F4,F8 | — | Jun 24, 2015 | C | 4,019,524 | D | — | — | Common Stock | 4,019,524 | 0 | I |
| Series D Preferred StockF3,F4,F9 | — | Jun 24, 2015 | C | 734,664 | D | — | — | Common Stock | 734,664 | 0 | I |
| Class B Common StockF6,F10,F4,F5 | — | Jun 24, 2015 | J | 4,943,099 | A | — | — | Class A Common Stock | 4,943,099 | 4,943,099 | 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.
- F10Each 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.
- F2The Series C Preferred Stock automatically converted into Common Stock on a 1:1.01916605705925 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F3The Series D Preferred Stock automatically converted into Common Stock on a 1:1.02183733454323 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F4Catalyst Investors Partners II, L.P. ("CIP II") is the general partner of Catalyst Investors II, L.P. ("CI II") and Catalyst Investors QP II, L.P. ("CIQP II"). Catalyst Investors Partners, L.L.C. ("CIP LLC") is the general partner of CIP II. Brian A. Rich, D. Ryan McNally and Christopher J. Shipman are the managers of the board of CIP LLC, and as such may be deemed to have shared voting and dispositive power with respect to the shares held by CI II and CIQP II. Each of these individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
- F5871,655 of these shares are owned directly by CI II, and 4,071,444 of these shares are owned directly by CIQP II.
- 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.
- F716,752 of these shares are owned directly by CI II, and 78,247 of these shares are owned directly by CIQP II.
- F8708,797 of these shares are owned directly by CI II, and 3,310,727 of these shares are owned directly by CIQP II.
- F9129,547 of these shares are owned directly by CI II, and 605,117 of these shares are owned directly by CIQP II.