SEC Form 4 · accession 0001209191-16-134713

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

Jul 29, 2016

Accepted (ET)

Aug 1, 2016 · 8:27 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,F3	Jul 29, 2016	C	200,196	—	A	200,196	I	see footnote
Class A Common Stock^F5,F2	Jul 29, 2016	J	200,196	$0.00	D	0	I	see footnote
Class A Common Stock^F2,F7	Jul 29, 2016	J	2,234	$0.00	A	2,234	I	see footnote
Class A Common Stock^F2,F7	Jul 29, 2016	J	2,234	$0.00	D	0	I	see footnote
Class A Common Stock^F2,F10	Jul 29, 2016	J	22	$0.00	A	22	I	see footnote
Class A Common Stock^F2	Jul 29, 2016	J	22	$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 Stock^{F12,F13,F2,F1}	—	Jul 29, 2016	C	200,196	D	—	—	Class A Common Stock	200,196	3,803,715	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 July 29, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 22 shares of Class A Common Stock to its members.
F1235,298 of the shares converted were held by CI II and 164,898 of the shares converted were held by CIQP II.
F13670,704 of these shares are owned directly by CI II, and 3,133,011 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.
F335,298 of these shares are held by CI II and 164,898 of these shares are held by CIQP II.
F4Effective July 29, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 200,196 shares of Class A Common Stock to their respective limited partners and CIP II.
F535,298 of these shares are being distributed by CI II, and 164,898 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 July 29, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 2,234 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.