SEC Form 4 · accession 0001209191-16-135610
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
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
Aug 2, 2016
Accepted (ET)
Aug 4, 2016 · 9:47 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,F3 | Aug 2, 2016 | C | 3,553,715 | — | A | 3,553,715 | I | See footnote |
| Class A Common StockF5,F2 | Aug 2, 2016 | J | 250,000 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF2,F7 | Aug 2, 2016 | J | 43,404 | $0.00 | A | 43,404 | I | See footnote |
| Class A Common StockF2,F7 | Aug 2, 2016 | J | 43,404 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF2,F10 | Aug 2, 2016 | J | 28 | $0.00 | A | 28 | I | See footnote |
| Class A Common StockF2 | Aug 2, 2016 | J | 28 | $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 | — | Aug 2, 2016 | C | 3,553,715 | D | — | — | Class A Common Stock | 3,553,715 | 3,553,715 | 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 August 2, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 28 shares of Class A Common Stock to its members.
- F12626,657 of the shares converted were held by CI II and 2,927,058 of the shares converted were held by CIQP II.
- F13626,657 of these shares are owned directly by CI II, and 2,927,058 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.
- F3626,657 of these shares are held by CI II and 2,927,058 of these shares are held by CIQP II.
- F4Effective August 2, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 250,000 shares of Class A Common Stock to their respective limited partners and CIP II, representing a portion of the Class A Shares received on conversion from Class B Shares as described in footnote 12 and footnote 13.
- F544,087 of these shares are being distributed by CI II, and 205,913 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 August 2, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 43,404 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.