0001209191-15-054830.txt : 20150618 0001209191-15-054830.hdr.sgml : 20150618 20150618192347 ACCESSION NUMBER: 0001209191-15-054830 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150618 FILED AS OF DATE: 20150618 DATE AS OF CHANGE: 20150618 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: Catalyst Investors II LP CENTRAL INDEX KEY: 0001343635 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15941168 BUSINESS ADDRESS: STREET 1: 711 FIFTH AVE STE 402 CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 711 FIFTH AVE STE 402 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Catalyst Investors QP II LP CENTRAL INDEX KEY: 0001343640 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15941167 BUSINESS ADDRESS: STREET 1: 711 FITH AVE STE 402 CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 711 FITH AVE STE 402 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CATALYST INVESTORS PARTNERS II, L.P. CENTRAL INDEX KEY: 0001645251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15941166 BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE, SUITE 600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-863-4848 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE, SUITE 600 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Catalyst Investors Partners, L.L.C. CENTRAL INDEX KEY: 0001645252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 15941165 BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE, SUITE 600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-863-4848 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE, SUITE 600 CITY: NEW YORK STATE: NY ZIP: 10022 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-06-18 0 0001458962 MINDBODY, Inc. MB 0001343635 Catalyst Investors II LP 711 FIFTH AVENUE SUITE 600 NEW YORK NY 10022 0 0 1 0 0001343640 Catalyst Investors QP II LP 711 FIFTH AVENUE SUITE 600 NEW YORK NY 10022 0 0 1 0 0001645251 CATALYST INVESTORS PARTNERS II, L.P. 711 FIFTH AVENUE SUITE 600 NEW YORK NY 10022 0 0 1 0 0001645252 Catalyst Investors Partners, L.L.C. 711 FIFTH AVENUE SUITE 600 NEW YORK NY 10022 0 0 1 0 Series A Preferred Stock Common Stock 94999 I See footnote Series C Preferred Stock Common Stock 4019524 I See footnote Series D Preferred Stock Common Stock 734664 I See footnote The Series A Preferred Stock is convertible into Common Stock on a 1:1.00877635428226 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. Catalyst Investors Partners II, L.P. ("CIP II") is the general partner of Catalyst Investors II, L.P. ("CI II") and Catalyst Investors QP II, L.P. ("CIQP II"). Catalyst Investors Partners, L.L.C. ("CIP LLC") is the general partner of CIP II. Brian A. Rich, D. Ryan McNally and Christopher J. Shipman are the managers of the board of CIP LLC, and as such may be deemed to have shared voting and dispositive power with respect to the shares held by CI II and CIQP II. Each of these individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein. As of the date hereof, CI II and CIQP II own 16,752 shares and 78,247 shares, respectively, of Series A Preferred Stock. The Series C Preferred Stock is convertible into Common Stock on a 1:1.01916605705925 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, CI II and CIQP II own 708,797 shares and 3,310,727 shares, respectively, of Series C Preferred Stock. The Series D Preferred Stock is convertible into Common Stock on a 1:1.02183733454323 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, CI II and CIQP II own 129,547 shares and 605,117 shares, respectively, of Series D Preferred Stock. /s/ Catalyst Investors II, L.P., by Catalyst Investors Partners II, L.P., its general partner, by Catalyst Investors Partners, L.L.C., general partner of the general partner, by Brian Rich, Member and Advisor 2015-06-18 /s/ Catalyst Investors QP II, L.P., by Catalyst Investors Partners II, L.P., its general partner, by Catalyst Investors Partners, L.L.C., general partner of the general partner, by Brian Rich, Member and Advisor 2015-06-18 /s/ Catalyst Investors Partners II, L.P., by Catalyst Investors Partners, L.L.C., its general partner, by Brian Rich, Member and Advisor 2015-06-18 /s/ Catalyst Investors Partners, L.L.C., by Brian Rich, Member and Advisor 2015-06-18