X0306 4 2017-02-13 0 0001458962 MINDBODY, Inc. MB 0001534341 Levine Jeremy S. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 0 0 Class A Common Stock 2017-02-13 4 S 0 0 0.00 D 110559 D Class A Common Stock 2017-02-14 4 S 0 0 0.00 D 110559 D On February 13, 2017, Bessemer Venture Partners VII L.P. ("BVP VII") sold 2,103 shares of Class A Common Stock, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 920 shares of Class A Common Stock, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 3,548 shares of Class A Common Stock at a sale price of $25.5004. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $25.40 to $ 25.55. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. After the reported transaction, BVP VII owned 2,367 shares of Class A Common Stock, BVP VII Inst owned 1,035 shares of Class A Common Stock, and BVP VII SOF owned 3,995 shares of Class A Common Stock. Mr. Levine is a director of Deer VII & Co. Ltd. ("Deer VII Ltd"), the general partner of Deer VII & Co. L.P. ("Deer VII LP"), the general partner of each of the Funds. Mr. Levine disclaims beneficial ownership of the securities sold by the Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII Ltd, his interest in Deer VII LP, and his indirect limited partnership interest in the Funds. Includes 13,333 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. On February 14, 2017, BVP VII sold 2,367 shares of Class A Common Stock, BVP VII Inst sold 1,035 shares of Class A Common Stock, and BVP VII SOF sold 3,995 shares of Class A Common Stock at a sale price of $24.8361. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.60 to $ 25.05. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. After the reported transaction, BVP VII owned 0 shares of Class A Common Stock, BVP VII Inst owned 0 shares of Class A Common Stock, and BVP VII SOF owned 0 shares of Class A Common Stock. /s/ Jeremy Levine 2017-02-15