X0306 4 2016-12-31 0 0001458962 MINDBODY, Inc. MB 0001534341 Levine Jeremy S. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE, SUITE 104 LARCHMONT NY 10538 1 0 0 0 Class A Common Stock 2016-12-31 4 A 0 451 21.30 A 98303 D Class A Common Stock 0 I See Footnotes Pursuant to the terms of the Issuer's Outside Director Compensation Policy, the reporting person has elected to receive shares of the Issuer's Class A Common Stock (in the form of a fully vested Restricted Stock Award under the Issuer's 2015 Equity Incentive Plan) in lieu of cash retainer fees payable for service on the Issuer's Board of Directors and any committees thereof. The number of shares of Class A Common Stock issued represents the quotient of (A) the dollar amount of the applicable cash retainer payment, divided by (B) the closing sales price of the Issuer's Class A Common Stock on the NASDAQ on the last day of the applicable fiscal quarter, rounded down to the nearest whole share. Equal to the closing sales price of the Issuer's Class A Common Stock on the NASDAQ on December 30, 2016. Includes 13,333 RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. Includes 23,046 Shares and 22,055 received by the Reporting Person in one or more pro rata distributions-in-kind from the Funds (defined below) and Deer VII LP (defined below) on November 30, 2016 and December 14, 2016, respectively, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. As of the date of this filing, BVP VII owns 4,470 Class A Common Shares, BVP VII Inst owns 1,955 Class A Common Shares, and BVP VII SOF owns 7,543 Class A Common Shares. 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 Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds"). Mr. Levine disclaims beneficial ownership of the securities held 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. /s/ Kimberly G. Lytikainen, Attorney-in-Fact 2017-01-04