0001193125-16-494890.txt : 20160307 0001193125-16-494890.hdr.sgml : 20160307 20160307142730 ACCESSION NUMBER: 0001193125-16-494890 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160307 DATE AS OF CHANGE: 20160307 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88915 FILM NUMBER: 161487978 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13D/A 1 d154436dsc13da.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D AMENDMENT NO. 4 TO THE SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

 

 

MINDBODY, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.000004 per share

(Title of Class of Securities)

60255W105

(CUSIP Number)

with a copy to:

 

Abdiel Capital

410 Park Avenue, Suite 930

New York, NY 10022

Attn: Colin T. Moran

Tel: (646) 496-9202

 

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attn: Sarah Davidoff, Esq.

Tel: (212) 596-9000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 4, 2016

Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

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).

 

 

 


CUSIP No. 60255W105

 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Qualified Master Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

2,392,735

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

2,392,735

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,392,735

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.6%*

14.  

TYPE OF REPORTING PERSON

 

PN

 

* Based on 16,356,602 shares of the Issuer’s Class A common stock, par value $0.000004 per share (the “Common Stock”), outstanding as of February 29, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission on March 4, 2016.

 

2


CUSIP No. 60255W105

 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

122,365

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

122,365

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

122,365

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7%*

14.  

TYPE OF REPORTING PERSON

 

PN

 

* Based on 16,356,602 shares of Common Stock outstanding as of February 29, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission on March 4, 2016.

 

3


CUSIP No. 60255W105

 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

2,515,100**

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

2,515,100**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,100**

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.4%*

14.  

TYPE OF REPORTING PERSON

 

OO

 

* Based on 16,356,602 shares of Common Stock outstanding as of February 29, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission on March 4, 2016.
** Consists of 2,392,735 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 122,365 shares of Common Stock held by Abdiel Capital, LP.

 

4


CUSIP No. 60255W105

 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital Advisors, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

2,515,100**

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

2,515,100**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,100**

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.4%*

14.  

TYPE OF REPORTING PERSON

 

PN, IA

 

* Based on 16,356,602 shares of Common Stock outstanding as of February 29, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission on March 4, 2016.
** Consists of 2,392,735 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 122,365 shares of Common Stock held by Abdiel Capital, LP.

 

5


CUSIP No. 60255W105

 

 

  1.   

NAME OF REPORTING PERSONS

 

Colin T. Moran

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

2,515,100**

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

2,515,100**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,100**

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.4%*

14.  

TYPE OF REPORTING PERSON

 

IN

 

* Based on 16,356,602 shares of Common Stock outstanding as of February 29, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission on March 4, 2016.
** Consists of 2,392,735 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 122,365 shares of Common Stock held by Abdiel Capital, LP.

 

6


CUSIP No. 60255W105

 

SCHEDULE 13D

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D filed on December 4, 2015 (the “Original Schedule 13D”) as amended by Amendment No. 1 thereto on February 10, 2016 (“Amendment No. 1”), Amendment No. 2 thereto on February 12, 2016 (“Amendment No. 2”) and Amendment No. 3 thereto on February 17, 2016 (“Amendment No. 3” and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”), relating to the shares of Class A common stock, par value $0.000004 per share (the “Common Stock”), of MINDBODY, Inc. (the “Issuer”). This Amendment No. 4 is being filed to reflect a change in the Reporting Persons’ beneficial ownership percentages, resulting from an increase in the number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission on March 4, 2016. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

In a series of transactions completed through March 1, 2016, the Reporting Persons acquired 42,765 shares of Common Stock for the accounts of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $0.5 million (including commissions). The source of funds used to acquire the 42,765 shares of Common Stock was the working capital of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof as follows:

(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 4.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 4 and Item 2(c) of the Schedule 13D.

Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:

(c) Information with respect to all transactions in the Common Stock which were effected by each of the Reporting Persons since the filing of Amendment No. 3 is set forth on Exhibit E attached hereto and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by amending and restating it as follows:

Exhibit A - Joint Filing Agreement (filed as Exhibit A to the Schedule 13D on December 4, 2015)

Exhibit B - Information with respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13D (filed as Exhibit B to the Schedule 13D on December 4, 2015)

Exhibit C - Information with respect to Transactions Effected Since the Filing of the Schedule 13D (filed as Exhibit C to Amendment No. 1 to the Schedule 13D on February 10, 2016)

Exhibit D - Information with respect to Transactions Effected Since the Filing of Amendment No. 2 to the Schedule 13D (filed as Exhibit D to Amendment No. 3 to the Schedule 13D on February 17, 2016)

Exhibit E - Information with respect to Transactions Effected Since the Filing of Amendment No. 3 to the Schedule 13D*

*Filed herewith

 

7


CUSIP No. 60255W105

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 7, 2016

 

ABDIEL QUALIFIED MASTER FUND, LP

By:  

Abdiel Capital Management, LLC,

its General Partner

By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL, LP
By:  

Abdiel Capital Management, LLC,

its General Partner

By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL MANAGEMENT, LLC
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL ADVISORS, LP
By:  

Abdiel Capital Partners, LLC,

its General Partner

By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
COLIN T. MORAN
By:  

/s/ Colin T. Moran

  Colin T. Moran, Individually

 

8

EX-99 2 d154436dex99.htm EXHIBIT E EXHIBIT E

EXHIBIT E

Information with respect to Transactions Effected Since the Filing of Amendment No. 3 to the Schedule 13D

All of the below transactions in the Common Stock were traded in the ordinary course over The NASDAQ Global Market.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP (“AQMF”) and effected the below transactions.

 

Transaction Date

   Transaction Type    Amount of Securities    Price Per Share

2/17/2016

   Purchase    1,416    $10.30(1)

3/01/2016

   Purchase    40,096    $12.03(2)

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Capital, LP (“ACLP”) and effected the below transaction.

 

Transaction Date

   Transaction Type    Amount of Securities    Price Per Share

2/17/2016

   Purchase    84    $10.30(1)

3/01/2016

   Purchase    1,169    $12.03(2)

 

(1) The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.20 to $10.50. Each of the Reporting Persons undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(2) The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.87 to $12.16. Each of the Reporting Persons undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.