SEC Form 4 · accession 0001209191-16-099519
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
Feb 12, 2016
Accepted (ET)
Feb 17, 2016 · 7:31 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Feb 12, 2016 | C | 494,310 | — | A | 494,310 | I | see footnote |
| Class A Common StockF5,F2 | Feb 12, 2016 | J | 494,310 | $0.00 | D | 0 | I | see footnote |
| Class A Common StockF2,F7 | Feb 12, 2016 | J | 5,517 | $0.00 | A | 5,517 | I | see footnote |
| Class A Common StockF2,F7 | Feb 12, 2016 | J | 5,517 | $0.00 | D | 0 | I | see footnote |
| Class A Common StockF2,F10 | Feb 12, 2016 | J | 55 | $0.00 | A | 55 | I | see footnote |
| Class A Common StockF2 | Feb 12, 2016 | J | 55 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF12,F13,F2,F1 | — | Feb 12, 2016 | C | 494,310 | D | — | — | Class A Common Stock | 494,310 | 4,448,789 | I |
Explanation of responses
- F1Each 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.
- F10Shares held by CIP LLC.
- F11Effective February 12, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 55 shares of Class A Common Stock to its members.
- F1287,166 of the shares converted were held by CI II and 407,144 of the shares converted were held by CIQP II.
- F13784,489 of these shares are owned directly by CI II, and 3,664,300 of these shares are owned directly by CIQP II.
- F2Catalyst 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its respective pecuniary interest therein.
- F387,166 of these shares are held by CI II and 407,144 of these shares are held by CIQP II.
- F4Effective February 12, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 494,310 shares of Class A Common Stock to their respective limited partners and CIP II.
- F587,166 of these shares are being distributed by CI II, and 407,144 of these shares are being distributed by CIQP II.
- F6Represents shares received by CIP II in the distributions described in footnote 4.
- F7Shares held by CIP II.
- F8Effective February 12, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 5,517 shares of Class A Common Stock to CIP LLC and its limited partners.
- F9Represents shares received by CIP LLC in the distribution described in footnote 8.