SEC Form 4 · accession 0001209191-16-119344
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
May 10, 2016
Accepted (ET)
May 11, 2016 · 7:40 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | May 10, 2016 | C | 222,439 | $0.00 | A | 222,439 | I | see footnote |
| Class A Common StockF4,F1 | May 10, 2016 | J | 222,439 | $0.00 | D | 0 | I | see footnote |
| Class A Common StockF1,F6 | May 10, 2016 | J | 2,483 | $0.00 | A | 2,483 | I | see footnote |
| Class A Common StockF1,F6 | May 10, 2016 | J | 2,483 | $0.00 | D | 0 | I | see footnote |
| Class A Common StockF1,F9 | May 10, 2016 | J | 25 | $0.00 | A | 25 | I | see footnote |
| Class A Common StockF1 | May 10, 2016 | J | 25 | $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,F1,F11 | — | May 10, 2016 | C | 222,439 | D | — | — | Class A Common Stock | 222,439 | 4,003,911 | I |
Explanation of responses
- F1Catalyst 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.
- F10Effective May 10, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 25 shares of Class A Common Stock to its members.
- F11Each 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.
- F1239,223 of the shares converted were held by CI II and 183,216 of the shares converted were held by CIQP II.
- F13706,039 of these shares are owned directly by CI II, and 3,297,872 of these shares are owned directly by CIQP II.
- F239,223 of these shares are held by CI II and 183,216 of these shares are held by CIQP II.
- F3Effective May 10, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 222,439 shares of Class A Common Stock to their respective limited partners and CIP II.
- F439,223 of these shares are being distributed by CI II, and 183,216 of these shares are being distributed by CIQP II.
- F5Represents shares received by CIP II in the distributions described in footnote 3.
- F6Shares held by CIP II.
- F7Effective May 10, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 2,483 shares of Class A Common Stock to CIP LLC and its limited partners.
- F8Represents shares received by CIP LLC in the distribution described in footnote 7.
- F9Shares held by CIP LLC.