SEC Form 4/A · accession 0001209191-16-136401

MINDBODY, Inc. · MB

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

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 10, 2016 · 5:57 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	Aug 2, 2016	C	0	—	A	250,000	I	See footnote
Class A Common Stock^F5,F2,F6	Aug 2, 2016	J	250,000	$0.00	D	0	I	See footnote
Class A Common Stock^F2,F8	Aug 2, 2016	J	43,404	$0.00	A	43,404	I	See footnote
Class A Common Stock^F2,F8	Aug 2, 2016	J	43,404	$0.00	D	0	I	See footnote
Class A Common Stock^F2,F11	Aug 2, 2016	J	28	$0.00	A	28	I	See footnote
Class A Common Stock^F2	Aug 2, 2016	J	28	$0.00	D	0	I	See footnote
Class A Common Stock^F13,F14	Aug 4, 2016	C	3,553,715	$0.00	A	3,553,715	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^{F15,F16,F2,F1}	—	Aug 2, 2016	C	250,000	D	—	—	Class A Common Stock	250,000	250,000	I
Class B Common Stock^{F13,F14,F2,F1}	—	Aug 4, 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.
F10Represents shares received by CIP LLC in the distribution described in footnote 9.
F11Shares held by CIP LLC.
F12Effective 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.
F13626,657 of the shares converted were held by CI II and 2,927,058 were held by CIQP II.
F14626,657 of the shares are owned directly by CI II and 2,927,058 of the shares are owned directly by CIQP II.
F1544,087 of the shares converted were held by CI II and 205,913 of the shares converted were held by CIQP II.
F1644,087 of these shares are owned directly by CI II, and 205,913 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.
F344,087 of these shares are held by CI II and 205,913 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 13.
F544,087 of these shares are being distributed by CI II, and 205,913 of these shares are being distributed by CIQP II.
F6Following the distribution referenced in footnote 4, 0 Class A Common Shares are held by CI II and 0 Class A Common Shares are held by CIQP II.
F7Represents shares received by CIP II in the distributions described in footnote 4.
F8Shares held by CIP II.
F9Effective 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.