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*
Institutional Venture Partners XIII, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(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)
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)
Code V Amount (A) or (D) Price
Common Stock 06/24/2015 C 2,130,965 A (1)(2) 3,205,365 I See footnote(3)
Common Stock(4) 06/24/2015 J 3,205,365 D (4) 0 I See footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series F Preferred Stock(1) (1) 06/24/2015 C 1,762,015 (1) (1) Common Stock 1,762,015 $0.00 0 I See footnote(3)
Series G Preferred Stock(2) (2) 06/24/2015 C 368,950 (2) (2) Common Stock 368,950 $0.00 0 I See footnote(3)
Class B Common Stock(4)(5) (5) 06/24/2015 J 3,205,365 (5) (5) Class A Common Stock 3,205,365 $0.00 3,205,365 I See footnote(3)
1. Name and Address of Reporting Person*
Institutional Venture Partners XIII, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Institutional Venture Management XIII, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chaffee Todd C

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FOGELSONG NORMAN A

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harrick Stephen J

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Miller J Sanford

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Phelps Dennis B

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. The shares are held of record by Institutional Venture Partners XIII, L.P. ("IVP XIII"). Institutional Venture Management XIII LLC ("IVM XIII") is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, share voting and dispositive power with respect to the shares held by IVP XIII. Each of these reporting individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
4. 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.
5. 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/ Chris Esqueda, Attorney-in-Fact 06/25/2015
/s/ Chris Esqueda, Attorney-in-Fact 06/25/2015
/s/ Chris Esqueda, Attorney-in-Fact 06/25/2015
/s/ Chris Esqueda, Attorney-in-Fact 06/25/2015
/s/ Chris Esqueda, Attorney-in-Fact 06/25/2015
/s/ Chris Esqueda, Attorney-in-Fact 06/25/2015
/s/ Chris Esqueda, Attorney-in-Fact 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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