Statement of Changes in Beneficial Ownership (4)
June 24 2015 - 5:37PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Montreux Equity Partners V Associates I, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
MINDBODY, Inc.
[
MB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE FERRY BUILDING, SUITE 255
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/24/2015
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/24/2015
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C
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19668
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A
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(1)
(2)
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336633
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I
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See footnote
(4)
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Common Stock
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6/24/2015
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C
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590554
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A
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(1)
(2)
(3)
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594349
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I
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See footnote
(5)
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Common Stock
(6)
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6/24/2015
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J
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336633
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D
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(6)
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0
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I
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See footnote
(4)
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Common Stock
(6)
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6/24/2015
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J
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594349
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D
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(6)
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0
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I
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See footnote
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
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6/24/2015
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C
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12042
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(1)
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(1)
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Common Stock
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12147
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$0
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0
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I
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See footnote
(4)
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Series A Preferred Stock
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(1)
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6/24/2015
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C
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145
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(1)
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(1)
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Common Stock
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146
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$0
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0
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I
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See footnote
(5)
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Series B Preferred Stock
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(2)
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6/24/2015
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C
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7412
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(2)
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(2)
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Common Stock
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7521
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$0
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0
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I
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See footnote
(4)
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Series B Preferred Stock
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(2)
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6/24/2015
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C
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87
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(2)
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(2)
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Common Stock
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88
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$0
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0
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I
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See footnote
(5)
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Series G Preferred Stock
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(3)
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6/24/2015
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C
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590320
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(3)
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(3)
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Common Stock
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590320
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$0
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0
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I
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See footnote
(5)
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Class B Common Stock
(6)
(7)
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(7)
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6/24/2015
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J
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336633
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(7)
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(7)
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Class A Common Stock
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336633
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$0
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336633
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I
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See footnote
(4)
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Class B Common Stock
(6)
(7)
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(7)
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6/24/2015
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J
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594349
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(7)
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(7)
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Class A Common Stock
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594349
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$0
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594349
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I
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See footnote
(5)
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Explanation of Responses:
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(
1)
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The Series A Preferred Stock automatically converted into Common Stock on a 1:1.00877635428226 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
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(
2)
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The Series B Preferred Stock automatically converted into Common Stock on a 1:1.01483963618956 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
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(
3)
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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.
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(
4)
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Shares held of record by Montreux Equity Partners V Associates I, LLC. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V Associates I, LLC. By reason of these relationships, Montreux Equity Management V, LLC and Mr. Turner may be deemed to beneficially own the securities reported herein. Each of Montreux Equity Management V, LLC and Mr. Turner disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.
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(
5)
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Shares held of record by Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V, L.P. By reason of these relationships, Montreux Equity Management V, LLC and Mr. Turner may be deemed to beneficially own the securities reported herein. Each of Montreux Equity Management V, LLC and Mr. Turner disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.
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(
6)
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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.
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(
7)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Montreux Equity Partners V Associates I, LLC
ONE FERRY BUILDING, SUITE 255
SAN FRANCISCO, CA 94111
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X
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Montreux Equity Partners V, L.P.
ONE FERRY BUILDING, SUITE 255
SAN FRANCISCO, CA 94111
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X
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TURNER DANIEL K III
ONE FERRY BUILDING, SUITE 255
SAN FRANCISCO, CA 94111
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X
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Signatures
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/s/ Daniel K. Turner III
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6/24/2015
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**
Signature of Reporting Person
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Date
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/s/ Daniel K. Turner III, Managing Director, for Montreux Equity Management V, LLC as general partner of Montreux Equity Partners V, L.P.
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6/24/2015
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**
Signature of Reporting Person
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Date
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/s/ Daniel K. Turner III, Managing Director, for Montreux Equity Management V, LLC as general partner of Montreux Equity Partners V Associates I, LLC
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6/24/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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