SEC Form 4 · accession 0001209191-15-056554
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Norman A Fogelsong
10% Owner
Dennis B Phelps
10% Owner
Stephen J Harrick
10% Owner
Todd C Chaffee
10% Owner
J Sanford Miller
10% Owner
Period of report
Jun 24, 2015
Accepted (ET)
Jun 25, 2015 · 7:43 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 | Jun 24, 2015 | C | 2,130,965 | — | A | 3,205,365 | I | See footnote |
| Common StockF4,F3 | Jun 24, 2015 | J | 3,205,365 | — | 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 F Preferred StockF1,F3 | — | Jun 24, 2015 | C | 1,762,015 | D | — | — | Common Stock | 1,762,015 | 0 | I |
| Series G Preferred StockF2,F3 | — | Jun 24, 2015 | C | 368,950 | D | — | — | Common Stock | 368,950 | 0 | I |
| Class B Common StockF4,F5,F3 | — | Jun 24, 2015 | J | 3,205,365 | A | — | — | Class A Common Stock | 3,205,365 | 3,205,365 | I |
Explanation of responses
- F1The Series F 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.
- F2The 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.
- F3The shares are held of record by Institutional Venture Partners XIII, L.P. ("IVP XIII"). Institutional Venture Management XIII LLC ("IVM XIII") is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, share voting and dispositive power with respect to the shares held by IVP XIII. Each of these reporting individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
- F4Immediately 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.
- F5Each 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.