Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1
(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO
13d-2
(Amendment No. 2) *
MINDBODY, Inc.
(Name of
Issuer)
Class A Common Stock
(Title of Class of Securities)
60255W 10 5
(CUSIP
Number)
December 31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on 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).
13 G
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CUSIP NO. 60255W 10 5
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Page 2 of 12 Pages
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1
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NAMES OF
REPORTING PERSONS
Institutional Venture Partners XIII, L.P.
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
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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
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
2,655,365 shares (2)
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7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
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8
|
|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
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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
5.6% (3)(4)(5)
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12
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TYPE OF REPORTING PERSON*
PN
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(1)
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This Schedule 13G is filed by Institutional Venture Partners XIII, L.P. (“IVP XIII”), Institutional
Venture Management XIII, LLC (“IVM XIII”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps
(“Phelps” together with IVP XIII, IVM XIII, Chaffee, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
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(3)
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Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission (“SEC”) on November 8, 2018, plus 1,602,683 shares of
Class B Common Stock held by the Reporting Persons as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
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|
(4)
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The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
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(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
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13 G
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CUSIP NO. 60255W 10 5
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Page 3 of 12 Pages
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1
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NAMES OF
REPORTING PERSONS
Institutional Venture Management XIII, LLC
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
|
SHARED VOTING POWER
2,655,365 shares (2)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
|
|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.6% (3)(4)(5)
|
|
12
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TYPE OF REPORTING PERSON*
OO
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(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
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13 G
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CUSIP NO. 60255W 10 5
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Page 4 of 12 Pages
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1
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NAMES OF
REPORTING PERSONS
Todd C. Chaffee
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
|
SHARED VOTING POWER
2,655,365 shares (2)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.6% (3)(4)(5)
|
|
12
|
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
|
13 G
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CUSIP NO. 60255W 10 5
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Page 5 of 12 Pages
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1
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NAMES OF
REPORTING PERSONS
Norman A. Fogelsong
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
|
SHARED VOTING POWER
2,655,365 shares (2)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.6% (3)(4)(5)
|
|
12
|
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
|
13 G
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CUSIP NO. 60255W 10 5
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Page 6 of 12 Pages
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1
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NAMES OF
REPORTING PERSONS
Stephen J. Harrick
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
|
SHARED VOTING POWER
2,655,365 shares (2)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.6% (3)(4)(5)
|
|
12
|
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
|
13 G
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CUSIP NO. 60255W 10 5
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|
Page 7 of 12 Pages
|
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|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
J. Sanford Miller
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
|
SHARED VOTING POWER
2,655,365 shares (2)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.6% (3)(4)(5)
|
|
12
|
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
|
13 G
|
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|
|
|
CUSIP NO. 60255W 10 5
|
|
Page 8 of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Dennis B. Phelps
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☒ (1)
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
|
SHARED VOTING POWER
2,655,365 shares (2)
|
|
|
7
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|
SOLE DISPOSITIVE POWER
0 shares
|
|
|
8
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|
SHARED DISPOSITIVE POWER
2,655,365 shares (2)
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,365 shares (2)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.6% (3)(4)(5)
|
|
12
|
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held by IVP XIII. Consists of 1,602,683 shares of Class B Common Stock and 1,052,682 shares
of Class A Common Stock. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a
1-for-1
basis.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment
control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and
share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
|
Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in
respect of shares of Class A Common Stock (“Common Stock”), of MINDBODY, Inc., a Delaware corporation (the “Issuer”).
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(a)
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Name of Issuer:
|
|
MINDBODY, Inc.
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(b)
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Address of Issuer’s
|
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Principal Executive Offices:
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4051 Broad Street, Suite 220
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San Luis Obispo, California 93401
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(a)
|
Name of Reporting Persons Filing:
|
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|
1.
|
Institutional Venture Partners XIII L.P. (“IVP XIII”)
|
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2.
|
Institutional Venture Management XIII LLC (“IVM XIII”)
|
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|
3.
|
Todd C. Chaffee (“Chaffee”)
|
|
|
4.
|
Norman A. Fogelsong (“Fogelsong”)
|
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5.
|
Stephen J. Harrick (“Harrick”)
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6.
|
J. Sanford Miller (“Miller”)
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7.
|
Dennis B. Phelps (“Phelps”)
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(b)
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Address of Principal Business Office:
|
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c/o Institutional Venture Partners
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3000 Sand Hill Road, Building 2, Suite 250
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Menlo Park, California 94025
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IVP XIII
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Delaware
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|
IVM XIII
|
|
Delaware
|
|
Chaffee
|
|
United States of America
|
|
Fogelsong
|
|
United States of America
|
|
Harrick
|
|
United States of America
|
|
Miller
|
|
United States of America
|
|
Phelps
|
|
United States of America
|
|
(d)
|
Title of Class of Securities:Class A Common Stock
|
|
(e)
|
CUSIP Number:60255W 10 5
|
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of
December 31, 2018:
9.
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Reporting Persons
|
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Class A
Common
Stock Held
Directly (1)
|
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Class B
Common
Stock Held
Directly (1)
|
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Sole
Voting
Power (1)
|
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Shared
Voting
Power (1)
|
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Sole
Dispositive
Power (1)
|
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Shared
Dispositive
Power (1)
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Beneficial
Ownership (1)
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Percentage
of Class (1, 3, 4, 5)
|
|
|
IVP XIII
|
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|
1,052,682
|
|
|
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1,602,683
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
2,655,365
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5.6
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%
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IVM XIII (2)
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0
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0
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0
|
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2,655,365
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|
|
0
|
|
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|
2,655,365
|
|
|
|
2,655,365
|
|
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|
5.6
|
%
|
|
Chaffee (2)
|
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0
|
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0
|
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0
|
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2,655,365
|
|
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0
|
|
|
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2,655,365
|
|
|
|
2,655,365
|
|
|
|
5.6
|
%
|
|
Fogelsong (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
2,655,365
|
|
|
|
5.6
|
%
|
|
Harrick (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
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2,655,365
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
2,655,365
|
|
|
|
5.6
|
%
|
|
Miller (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
2,655,365
|
|
|
|
5.6
|
%
|
|
Phelps (2)
|
|
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0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
0
|
|
|
|
2,655,365
|
|
|
|
2,655,365
|
|
|
|
5.6
|
%
|
|
(1)
|
Represents the number of shares of Common Stock held by IVP XIII.
|
|
(2)
|
IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the
shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and
dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
|
|
(3)
|
Based on 45,401,442 shares of Class A Common Stock outstanding (as of November 5, 2018), as reported
by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018 filed with the SEC on November 8, 2018, plus 1,602,683 shares of Class B Common Stock held by the Reporting Persons
as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
(4)
|
The 1,602,683 shares of Class B Common Stock held by the Reporting Persons represent 63.7% of the
Issuer’s aggregate Class B Common Stock based on a total of 2,517,684 shares of Class B Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly
period ended September 30, 2018 filed with the SEC on November 8, 2018.
|
|
(5)
|
The 2,655,365 shares of Common Stock held by the Reporting Person represent 5.5% of the Issuer’s
outstanding Common Stock based on a total of 47,919,126 shares of Common Stock (as of November 5, 2018), as reported by the Issuer on a Form
10-Q
for the quarterly period ended September 30, 2018
filed with the SEC on November 8, 2018 and represent approximately 24.2% of the combined voting power of the Issuer’s Common Stock.
|
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ☐
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company.
|
Not applicable.
|
Item 8
|
Identification and Classification of Members of the Group.
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Not applicable.
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Item 9
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
10.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is
true, complete and correct.
Dated: February 13, 2019
INSTITUTIONAL VENTURE PARTNERS XIII L.P.
By: Institutional
Venture Management XIII LLC
Its: General Partner
|
|
|
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|
By:
|
|
/s/ Tracy Hogan
|
|
|
|
Tracy Hogan,
Attorney-in-Fact
|
|
|
|
INSTITUTIONAL VENTURE MANAGEMENT XIII LLC
|
|
|
|
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By:
|
|
/s/ Tracy Hogan
|
|
|
|
Tracy Hogan,
Attorney-in-Fact
|
|
|
|
/s/ Tracy Hogan
|
|
Tracy Hogan,
Attorney-in-Fact
for Todd C. Chaffee
|
|
|
|
/s/ Tracy Hogan
|
|
Tracy Hogan,
Attorney-in-Fact
for Norman A. Fogelsong
|
|
|
|
/s/ Tracy Hogan
|
|
Tracy Hogan,
Attorney-in-Fact
for Stephen J. Harrick
|
|
|
|
/s/ Tracy Hogan
|
|
Tracy Hogan,
Attorney-in-Fact
for J. Sanford Miller
|
|
|
|
/s/ Tracy Hogan
|
|
Tracy Hogan,
Attorney-in-Fact
for Dennis B. Phelps
|
Exhibit(s)
:
|
A:
|
Joint Filing Statement
|
11.
MINDBODY, INC. (NASDAQ:MB)
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