SEC FORM 4

SEC Form 4

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^*

Bessemer Venture Partners VII L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [ MB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2015		C		6,480,027	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	6,480,027	I	See footnote⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock⁽⁸⁾	06/24/2015		J		6,480,027	D	⁽⁸⁾	0	I	See footnote⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock⁽¹⁾	⁽¹⁾	06/24/2015		C			3,861,002	⁽¹⁾	⁽¹⁾	Common Stock	3,861,002	$0.00	0	I	See footnote⁽⁵⁾⁽⁷⁾⁽⁹⁾
Series E Preferred Stock⁽²⁾	⁽²⁾	06/24/2015		C			1,219,530	⁽²⁾	⁽²⁾	Common Stock	1,219,530	$0.00	0	I	See footnote⁽⁵⁾⁽⁷⁾⁽¹⁰⁾
Series F Preferred Stock⁽³⁾	⁽³⁾	06/24/2015		C			537,199	⁽³⁾	⁽³⁾	Common Stock	537,199	$0.00	0	I	See footnote⁽⁵⁾⁽⁷⁾⁽¹¹⁾
Series G Preferred Stock⁽⁴⁾	⁽⁴⁾	06/24/2015		C			777,984	⁽⁴⁾	⁽⁴⁾	Common Stock	777,984	$0.00	0	I	See footnote⁽⁵⁾⁽⁷⁾⁽¹²⁾
Class B Common Stock⁽⁸⁾⁽¹³⁾	⁽¹³⁾	06/24/2015		J		6,480,027		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	6,480,027	$0.00	6,480,027	I	See footnote⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VII L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VII Institutional L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BVP VII SPECIAL OPPORTUNITY FUND LP

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Deer VII & Co. L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Deer VII & Co. Ltd.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

Remarks:

	/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.	06/25/2015
	/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.	06/25/2015
	/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.	06/25/2015
	/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P.	06/25/2015
	/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd.	06/25/2015
	** 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).
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