SEC Form 4 · accession 0001209191-16-144409
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy S. Levine
Director
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 4:59 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 | Sep 30, 2016 | A | 489 | $19.66 | A | 66,084 | 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 StockF5,F6,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 0 | 0 | I |
Explanation of responses
- F1Pursuant to the terms of the Issuer's Outside Director Compensation Policy, the reporting person has elected to receive shares of the Issuer's Class A Common Stock (in the form of a fully vested Restricted Stock Award under the Issuer's 2015 Equity Incentive Plan) in lieu of cash retainer fees payable for service on the Issuer's Board of Directors and any committees thereof. The number of shares of Class A Common Stock issued represents the quotient of (A) the dollar amount of the applicable cash retainer payment, divided by (B) the closing sales price of the Issuer's Class A Common Stock on the NASDAQ on the last day of the applicable fiscal quarter, rounded down to the nearest whole share.
- F2Equal to the closing sales price of the Issuer's Class A Common Stock on the NASDAQ on September 30, 2016.
- F3Includes 13,333 RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement.
- F4Each 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.
- F5As of the date of this filing, BVP VII owns 1,148,488 Class B Common Shares, BVP VII Inst owns 502,462 Class B Common Shares, and BVP VII SOF owns 1,938,073 Class B Common Shares.
- F6Mr. 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.