Amended Statement of Ownership (sc 13g/a)
February 02 2018 - 9:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MINDBODY,
Inc.
(Name of Issuer)
CLASS A
COMMON STOCK, $0.000004 PAR VALUE PER SHARE
(Title of Class of Securities)
60255W105
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 60255W105
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SCHEDULE 13G/A
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Page 2 of 7 Pages
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1.
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NAMES OF
REPORTING PERSONS
W Capital Partners III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,438,642
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
2,438,642
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,438,642
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.7% (1)
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12.
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TYPE OF REPORTING PERSON
PN
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(1)
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The percent of class was calculated based on 43,041,405 shares of Class A Common Stock outstanding as of December 31, 2017, based on information provided to the Reporting Persons by the Issuer.
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CUSIP No. 60255W105
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SCHEDULE 13G/A
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Page 3 of 7 Pages
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1.
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NAMES OF
REPORTING PERSONS
WCP GP III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,438,642 (1)
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
2,438,642 (1)
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,438,642 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.7% (2)
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12.
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TYPE OF REPORTING PERSON
PN
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(1)
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Represents 2,438,642 shares of Class A Common Stock held directly by W Capital Partners III, L.P. WCP GP III, L.P. is the sole general partner of W Capital Partners III, L.P., and may be deemed to beneficially own
the shares of stock held directly by W Capital Partners III, L.P.
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(2)
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The percent of class was calculated based on 43,041,405 shares of Class A Common Stock outstanding as of December 31, 2017, based on information provided to the Reporting Persons by the Issuer.
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CUSIP No. 60255W105
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SCHEDULE 13G/A
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Page 4 of 7 Pages
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1.
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NAMES OF
REPORTING PERSONS
WCP GP III, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,438,642 (1)
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
2,438,642 (1)
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,438,642 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.7% (2)
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12.
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TYPE OF REPORTING PERSON
OO
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(1)
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Represents 2,438,642 shares of Class A Common Stock held directly by W Capital Partners III, L.P. WCP GP III, LLC is the sole general partner of WCP GP III, L.P., which is the sole general partner of W Capital
Partners III, L.P., and may be deemed to beneficially own the shares of stock held directly by W Capital Partners III, L.P.
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(2)
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The percent of class was calculated based on 43,041,405 shares of Class A Common Stock outstanding as of December 31, 2017, based on information provided to the Reporting Persons by the Issuer.
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CUSIP No. 60255W105
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SCHEDULE 13G/A
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Page 5 of 7 Pages
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Item 1.
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Issuer
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(a)
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Name of Issuer:
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MINDBODY, Inc. (the
Issuer
)
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(b)
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Address of Issuers Principal Executive Offices:
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4051 Broad Street, Suite 220
San
Luis Obispo, California 93401
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Item 2.
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Filing Person
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(a) (c)
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Name of Persons Filing; Address; Citizenship:
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(i) W Capital Partners III, L.P., a Delaware limited partnership;
(ii) WCP GP III, L.P., a Delaware
limited partnership; and
(iii) WCP GP III, LLC, a Delaware limited liability company
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The address of the principal business office of each of the reporting persons is 400 Park Avenue, Suite 910, New York, New York 10022.
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(d)
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Title of Class of Securities:
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Class A Common Stock, $0.000004 par value per share, (the
Common Stock
)
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(e)
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CUSIP Number:
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60255W105
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Item 3.
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If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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If filing as a
non-U.S.
institution in accordance with
§240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP No. 60255W105
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SCHEDULE 13G/A
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Page 6 of 7 Pages
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Item 4.
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Ownership.
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(a) and (b)
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Amount beneficially owned:
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(i) W Capital Partners III, L.P. directly owns 2,438,642 shares of Class A Common
Stock, which represents approximately 5.7% of the outstanding shares of Class A Common Stock.
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(ii) WCP GP III, L.P. is the sole general partner of W Capital Partners III, L.P.,
and may be deemed to beneficially own 2,438,642 shares of Class A Common Stock, which represents approximately 5.7% of the outstanding shares of Class A Common Stock.
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(iii) WCP GP III, LLC is the sole general partner of WCP GP III, L.P., which is the
sole general partner of W Capital Partners III, L.P., and may be deemed to beneficially own 2,438,642 shares of Class A Common Stock, which represents approximately 5.7% of the outstanding shares of Class A Common Stock.
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(c)
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Number of shares as to which such person has:
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Number of Shares of Class A Common Stock
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Reporting
Person
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(i)
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(ii)
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(iii)
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(iv)
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W Capital Partners III, L.P.
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2,438,642
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-0-
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2,438,642
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-0-
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WCP GP III, L.P.
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2,438,642
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-0-
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2,438,642
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-0-
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WCP GP III, LLC
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2,438,642
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-0-
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2,438,642
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-0-
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(i) Sole power to vote or direct the vote
(ii) Shared power to vote or to
direct the vote
(iii) Sole power
to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
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The percent of class was calculated based on 43,041,405 shares of Class A Common Stock outstanding as of December 31, 2017, based on information provided to the Reporting Persons by the Issuer.
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Item 5.
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Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
Not applicable.
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Item 9.
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Notice of Dissolution of Group.
Not applicable.
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Item 10.
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Certification.
Not applicable.
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CUSIP No. 60255W105
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SCHEDULE 13G/A
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 2, 2018
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W CAPITAL PARTNERS III, L.P.
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By:
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WCP GP III, L.P., its General Partner
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By:
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WCP GP III, LLC, its General Partner
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By:
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/s/ David Wachter
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Name:
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David Wachter
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Title:
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Managing Member
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WCP GP III, L.P.
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By:
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WCP GP III, LLC, its General Partner
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By:
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/s/ David Wachter
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Name:
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David Wachter
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Title:
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Managing Member
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WCP GP III, LLC
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By:
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/s/ David Wachter
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Name:
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David Wachter
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Title:
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Managing Member
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