X0306 4 2016-05-24 1 0001458962 MINDBODY, Inc. MB 0001534338 Bessemer Venture Partners VII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001540726 Deer VII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001540731 Deer VII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001407577 Bessemer Venture Partners VII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001459524 BVP VII SPECIAL OPPORTUNITY FUND LP C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 Class A Common Stock 2016-05-24 4 C 0 648002 0.00 A 648002 I See Footnotes Class A Common Stock 2016-05-24 4 J 0 648002 0.00 D 0 I See Footnotes Class B Common Stock 2016-05-24 4 C 0 648002 0.00 D Class A Common Stock 648002 4934023 I See Footnotes 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. Represents 207,361 shares converted from Class B to Class A Common Stock by Bessemer Venture Partners VII L.P. ("BVP VII"), 90,720 shares converted by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") and 349,921 shares converted by BVP Special Opportunity Fund VII L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds"). After the conversion, 1,578,888 Class B Common shares are held by BVP VII, 690,762 Class B Common shares are held by BVP VII Inst, and 2,664,373 Class B Common shares are held by BVP VII SOF. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. Jeremy Levine, a director of Deer Ltd., serves as the representative of the Funds, Deer Ltd., and Deer L.P., on the Issuer's board of directors. On May 24, 2016, BVP VII, BVP VII Inst, and BVP VII SOF distributed, for no consideration, 207,361, 90,720, and 349,921 shares, respectively, of Class A Common Stock (the "DIK") to their limited partners and to Deer L.P., representing each such partner's pro rata interest in the shares held by the Funds. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer L.P. distributed, for no consideration, the Shares it received from the distributions to its members in an amount equal to each such member's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. /s/ Scott Ring, General Counsel of Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P., Bessemer Venture Partners VII L.P. and BVP VII Special Opportunity Fund L.P. 2016-05-25 /s/ Scott Ring, General Counsel of Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P. 2016-05-25 /s/ Scott Ring, General Counsel of Deer VII & Co. Ltd. 2016-05-25