SEC Form 4 · accession 0001209191-15-056558
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bessemer Venture Partners VII Institutional L.P.
Director · 10% Owner
BVP VII SPECIAL OPPORTUNITY FUND LP
Director · 10% Owner
Bessemer Venture Partners VII L.P.
Director · 10% Owner
Deer VII & Co. Ltd.
Director · 10% Owner
Deer VII & Co. L.P.
Director · 10% Owner
Period of report
Jun 24, 2015
Accepted (ET)
Jun 25, 2015 · 7:45 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,F7 | Jun 24, 2015 | C | 6,480,027 | — | A | 6,480,027 | I | See footnote |
| Common StockF8,F5,F6,F7 | Jun 24, 2015 | J | 6,480,027 | — | 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,F7,F9 | — | Jun 24, 2015 | C | 3,861,002 | D | — | — | Common Stock | 3,861,002 | 0 | I |
| Series E Preferred StockF2,F5,F7,F10 | — | Jun 24, 2015 | C | 1,219,530 | D | — | — | Common Stock | 1,219,530 | 0 | I |
| Series F Preferred StockF3,F5,F7,F11 | — | Jun 24, 2015 | C | 537,199 | D | — | — | Common Stock | 537,199 | 0 | I |
| Series G Preferred StockF4,F5,F7,F12 | — | Jun 24, 2015 | C | 777,984 | D | — | — | Common Stock | 777,984 | 0 | I |
| Class B Common StockF8,F13,F5,F6,F7 | — | Jun 24, 2015 | J | 6,480,027 | A | — | — | Class A Common Stock | 6,480,027 | 6,480,027 | 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.
- F10170,735 of these shares were owned directly by BVP VII Inst, 390,250 of these shares were owned directly by BVP VII, and 658,545 of these shares were owned directly by BVP VII SOF.
- F1175,207 of these shares were owned directly by BVP VII Inst, 171,905 of these shares were owned directly by BVP VII, and 290,087 of these shares were owned directly by BVP VII SOF.
- F12108,917 of these shares were owned directly by BVP VII Inst, 248,955 of these shares were owned directly by BVP VII, and 420,112 of these shares were owned directly by BVP VII SOF.
- F13Each 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 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.
- F5Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer 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"). Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
- F6907,202 of these shares are owned directly by BVP VII Inst, 2,073,610 of these shares are owned directly by BVP VII, and 3,499,215 of these shares are owned directly by BVP VII SOF.
- F7Jeremy Levine, a director of Deer Ltd., serves as the representative of Deer Ltd., Deer L.P. and the Funds on the Issuer's board of directors.
- F8Immediately 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.
- F9540,540 of these shares were owned directly by BVP VII Inst, 1,235,520 of these shares were owned directly by BVP VII, and 2,084,942 of these shares were owned directly by BVP VII SOF.