SEC Form 4 · accession 0001567619-18-001841
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luxor Capital Group, LP
10% Owner
Period of report
Aug 24, 2018
Accepted (ET)
Aug 28, 2018 · 5:06 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 | holding | — | — | — | 3,110,091 | I | By Luxor Capital Partners, LP | |
| Class A common stockF1,F2,F4 | holding | — | — | — | 657,423 | I | By Luxor Waterfront, LP | |
| Class A common stockF1,F2,F5 | holding | — | — | — | 2,101,361 | I | By Luxor Capital Partners Offshore Master Fund, LP | |
| Class A common stockF1,F2,F6 | holding | — | — | — | 606,743 | I | By Lugard Road Capital Master Fund, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.375% Convertible Senior NoteF3 | $49.53 | Aug 24, 2018 | P | 986,000 | A | Oct 1, 2018 | Jun 1, 2023 | Class A common stock | 19,907 | 66,198,000 | I |
| 0.375% Convertible Senior NoteF4 | $49.53 | Aug 24, 2018 | P | 221,000 | A | Oct 1, 2018 | Jun 1, 2023 | Class A common stock | 4,462 | 14,513,000 | I |
| 0.375% Convertible Senior NoteF5 | $49.53 | Aug 24, 2018 | P | 632,000 | A | Oct 1, 2018 | Jun 1, 2023 | Class A common stock | 12,760 | 42,751,000 | I |
| 0.375% Convertible Senior NoteF6 | $49.53 | Aug 24, 2018 | P | 1,161,000 | A | Oct 1, 2018 | Jun 1, 2023 | Class A common stock | 23,440 | 5,038,000 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management"), Lugard Road Capital, LP ("Lugard Feeder Fund"), Lugard Road Capital GP, LLC ("Lugard GP"), Jonathan Green and Christian Leone (collectively, the "Reporting Persons").
- F2Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
- F3Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
- F4Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
- F5Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
- F6Securities owned directly by Lugard Road Capital Master Fund, LP ("Lugard Master Fund"). Lugard Feeder Fund, as the owner of a controlling interest in Lugard Master Fund, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Each of Lugard GP and Luxor Capital Group, as the general partner and investment manager, respectively of Lugard Master Fund, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, and as a managing member and controlling person of Lugard GP, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Jonathan Green as a managing member and controlling person of Lugard GP may be deemed to beneficially own the securities owned by Lugard Master Fund.