0001209191-15-056558.txt : 20150625 0001209191-15-056558.hdr.sgml : 20150625 20150625194515 ACCESSION NUMBER: 0001209191-15-056558 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150624 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MINDBODY, Inc. CENTRAL INDEX KEY: 0001458962 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 201898451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4051 BROAD STREET STREET 2: SUITE 220 CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 BUSINESS PHONE: 877-755-4279 MAIL ADDRESS: STREET 1: 4051 BROAD STREET STREET 2: SUITE 220 CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 FORMER COMPANY: FORMER CONFORMED NAME: Mindbody, Inc. DATE OF NAME CHANGE: 20110627 FORMER COMPANY: FORMER CONFORMED NAME: MINDBODY, Inc. DATE OF NAME CHANGE: 20090319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deer VII & Co. Ltd. CENTRAL INDEX KEY: 0001540726 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15952958 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: (914) 833-9100 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVE CITY: LARCHMONT STATE: NY ZIP: 10538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deer VII & Co. L.P. CENTRAL INDEX KEY: 0001540731 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15952959 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: (914) 833-9100 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVE CITY: LARCHMONT STATE: NY ZIP: 10538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVP VII SPECIAL OPPORTUNITY FUND LP CENTRAL INDEX KEY: 0001459524 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15952960 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVE CITY: LARCHMONT STATE: NY ZIP: 01538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVE CITY: LARCHMONT STATE: NY ZIP: 01538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bessemer Venture Partners VII Institutional L.P. CENTRAL INDEX KEY: 0001407577 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15952961 BUSINESS ADDRESS: STREET 1: 1865 Palmer Ave CITY: Larchmont STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: 1865 Palmer Ave CITY: Larchmont STATE: NY ZIP: 10538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bessemer Venture Partners VII L.P. CENTRAL INDEX KEY: 0001534338 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15952962 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-06-24 0 0001458962 MINDBODY, Inc. MB 0001534338 Bessemer Venture Partners VII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001407577 Bessemer Venture Partners VII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001459524 BVP VII SPECIAL OPPORTUNITY FUND LP C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001540731 Deer VII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001540726 Deer VII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 1 0 Common Stock 2015-06-24 4 C 0 6480027 A 6480027 I See footnote Common Stock 2015-06-24 4 J 0 6480027 D 0 I See footnote Series D Preferred Stock 2015-06-24 4 C 0 3861002 0.00 D Common Stock 3861002 0 I See footnote Series E Preferred Stock 2015-06-24 4 C 0 1219530 0.00 D Common Stock 1219530 0 I See footnote Series F Preferred Stock 2015-06-24 4 C 0 537199 0.00 D Common Stock 537199 0 I See footnote Series G Preferred Stock 2015-06-24 4 C 0 777984 0.00 D Common Stock 777984 0 I See footnote Class B Common Stock 2015-06-24 4 J 0 6480027 0.00 A Class A Common Stock 6480027 6480027 I See footnote The Series D Preferred Stock automatically converted into Common Stock on a 1:1.02183733454323 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of Bessemer Venture Partners VII Institutional LP ("BVP VII Inst"), Bessemer Venture Partners VII, LP ("BVP VII") and BVP VII Special Opportunity Fund LP ("BVP VII SOF", and together with BVP VII Inst and BVP VII, the "Funds"). Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. 907,202 of these shares are owned directly by BVP VII Inst, 2,073,610 of these shares are owned directly by BVP VII, and 3,499,215 of these shares are owned directly by BVP VII SOF. Jeremy Levine, a director of Deer Ltd., serves as the representative of Deer Ltd., Deer L.P. and the Funds on the Issuer's board of directors. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. 540,540 of these shares were owned directly by BVP VII Inst, 1,235,520 of these shares were owned directly by BVP VII, and 2,084,942 of these shares were owned directly by BVP VII SOF. 170,735 of these shares were owned directly by BVP VII Inst, 390,250 of these shares were owned directly by BVP VII, and 658,545 of these shares were owned directly by BVP VII SOF. 75,207 of these shares were owned directly by BVP VII Inst, 171,905 of these shares were owned directly by BVP VII, and 290,087 of these shares were owned directly by BVP VII SOF. 108,917 of these shares were owned directly by BVP VII Inst, 248,955 of these shares were owned directly by BVP VII, and 420,112 of these shares were owned directly by BVP VII SOF. 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. /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII L.P. 2015-06-25 /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P. 2015-06-25 /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of BVP VII Special Opportunity Fund L.P. 2015-06-25 /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P. 2015-06-25 /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd. 2015-06-25