FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [ MB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/10/2016 | C | 222,439 | A | $0.00 | 222,439 | I | see footnote(1)(2) | ||
Class A Common Stock | 05/10/2016 | J(3) | 222,439(4) | D | $0.00 | 0 | I | see footnote(1) | ||
Class A Common Stock | 05/10/2016 | J(5) | 2,483 | A | $0.00 | 2,483 | I | see footnote(1)(6) | ||
Class A Common Stock | 05/10/2016 | J(7) | 2,483 | D | $0.00 | 0 | I | see footnote(1)(6) | ||
Class A Common Stock | 05/10/2016 | J(8) | 25 | A | $0.00 | 25 | I | see footnote(1)(9) | ||
Class A Common Stock | 05/10/2016 | J(10) | 25 | D | $0.00 | 0 | I | see footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (11) | 05/10/2016 | C | 222,439(12) | (11) | (11) | Class A Common Stock | 222,439(12) | $0.00 | 4,003,911(13) | I | see footnote(1)(13) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Catalyst 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. |
2. 39,223 of these shares are held by CI II and 183,216 of these shares are held by CIQP II. |
3. Effective May 10, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 222,439 shares of Class A Common Stock to their respective limited partners and CIP II. |
4. 39,223 of these shares are being distributed by CI II, and 183,216 of these shares are being distributed by CIQP II. |
5. Represents shares received by CIP II in the distributions described in footnote 3. |
6. Shares held by CIP II. |
7. Effective May 10, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 2,483 shares of Class A Common Stock to CIP LLC and its limited partners. |
8. Represents shares received by CIP LLC in the distribution described in footnote 7. |
9. Shares held by CIP LLC. |
10. Effective May 10, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 25 shares of Class A Common Stock to its members. |
11. Each 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. |
12. 39,223 of the shares converted were held by CI II and 183,216 of the shares converted were held by CIQP II. |
13. 706,039 of these shares are owned directly by CI II, and 3,297,872 of these shares are owned directly by CIQP II. |
Remarks: |
/s/ Brian Rich, Member and Advisor | 05/11/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |