SEC Form 4 · accession 0001209191-16-127871

MINDBODY, Inc. · MB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeremy S. Levine

Director

Period of report

Jun 10, 2016

Accepted (ET)

Jun 14, 2016 · 8:03 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 Stock^F1,F2	Jun 10, 2016	A	13,333	$0.00	A	65,458	D

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 Stock^F4,F5,F3	—	holding	—	—	—	—	—	Class A Common Stock	0	0	I

Explanation of responses

F1Represents an automatic annual restricted stock unit (RSU) award pursuant to the Issuer's Outside Director Compensation Policy, which became effective on June 18, 2015. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. 100% of the RSUs will vest on the earlier of (i) the day prior to the next annual meeting of stockholders of the Issuer or (ii) June 10, 2017, in each case subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2015 Equity Incentive Plan) through the applicable vesting date.
F2Includes 26,040 Shares received by the Reporting Person in one or more pro rata distributions-in-kind from the Funds (defined below) and Deer VII LP (defined below) on May 24, 2016, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
F3Each 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.
F4As of the date of this filing, BVP VII owns 1,578,888 Class B Common Shares, BVP VII Inst owns 690,762 Class B Common Shares, and BVP VII SOF owns 2,664,373 Class B Common Shares.
F5Mr. Levine is a director of Deer VII & Co. Ltd. ("Deer VII Ltd"), the general partner of Deer VII & Co. L.P. ("Deer VII LP"), the general partner of Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds"). Mr. Levine 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 such securities by virtue of his interest in Deer VII Ltd, his interest in Deer VII LP, and his indirect limited partnership interest in the Funds.