SEC Form 4 · accession 0001209191-15-056557
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy S. Levine
Director
Period of report
Jun 24, 2015
Accepted (ET)
Jun 25, 2015 · 7:44 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,F6 | Jun 24, 2015 | C | 0 | — | A | 0 | I | See footnote |
| Common StockF7,F5,F6 | Jun 24, 2015 | J | 0 | — | 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 D Preferred StockF1,F5,F8 | — | Jun 24, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series E Preferred StockF2,F5,F9 | — | Jun 24, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series F Preferred StockF3,F5,F10 | — | Jun 24, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series G Preferred StockF4,F5,F11 | — | Jun 24, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Class B Common StockF7,F12,F5,F13 | — | Jun 24, 2015 | J | 0 | A | — | — | Class A Common Stock | 0 | 0 | I |
Explanation of responses
- F1The 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.
- F10BVP VII Inst, BVP VII and BVP VII SOF owned 75,207 shares, 171,905 shares and 290,087 shares, respectively, of the Issuer's Series F Preferred Stock.
- F11BVP VII Inst, BVP VII and BVP VII SOF owned 108,917 shares, 248,955 shares and 420,112 shares, respectively, of the Issuer's Series G Preferred Stock.
- F12Each 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.
- F13BVP VII Inst, BVP VII and BVP VII SOF own 907,202 shares, 2,073,610 shares and 3,499,215 shares, respectively, of the Issuer's Class B Common Stock.
- F2The Series E 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 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.
- F4The 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.
- F5The Reporting Person is a director of Deer VII & Co. Ltd., which is the general partner of Deer VII & Co. L.P., which is the general partner of Bessemer Venture Partners VII Institutional LP ("BVP VII Inst"), Bessemer Venture Partners VII, LP ("BVP VII") and BVP VII Special Opportunity Fund LP ("BVP VII SOF", and together with BVP VII Inst and BVP VII, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds.
- F6BVP VII Inst, BVP VII and BVP VII SOF owned 907,202 shares, 2,073,610 shares and 3,499,215 shares, respectively, of the Issuer's Common Stock.
- F7Immediately 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.
- F8BVP VII Inst, BVP VII and BVP VII SOF owned 540,540 shares, 1,235,520 shares and 2,084,942 shares, respectively, of the Issuer's Series D Preferred Stock.
- F9BVP VII Inst, BVP VII and BVP VII SOF owned 170,735 shares, 390,250 shares and 658,545 shares, respectively, of the Issuer's Series E Preferred Stock.