0001193125-16-737702.txt : 20161013 0001193125-16-737702.hdr.sgml : 20161013 20161013163232 ACCESSION NUMBER: 0001193125-16-737702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161013 DATE AS OF CHANGE: 20161013 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: 161935252 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 d269341dsc13da.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D AMENDMENT NO. 8 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. 8)

 

 

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)

October 11, 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

 

3,861,459

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,861,459

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,861,459

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.6%*

14.  

TYPE OF REPORTING PERSON

 

PN

 

* Based on 19,732,441 shares of the Issuer’s Class A common stock, par value $0.000004 per share (the “Common Stock”), outstanding as of July 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 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

 

155,034

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

155,034

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

155,034

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%*

14.  

TYPE OF REPORTING PERSON

 

PN

 

* Based on 19,732,441 shares of Common Stock outstanding as of July 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 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

 

4,016,493**

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

4,016,493**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,016,493**

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4%*

14.  

TYPE OF REPORTING PERSON

 

OO

 

* Based on 19,732,441 shares of Common Stock outstanding as of July 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2016.
** Consists of 3,861,459 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 155,034 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

 

4,016,493**

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

4,016,493**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,016,493**

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4%*

14.  

TYPE OF REPORTING PERSON

 

PN, IA

 

* Based on 19,732,441 shares of Common Stock outstanding as of July 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2016.
** Consists of 3,861,459 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 155,034 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

 

4,016,493**

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

4,016,493**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,016,493**

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4%*

14.  

TYPE OF REPORTING PERSON

 

IN

 

* Based on 19,732,441 shares of Common Stock outstanding as of July 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2016.
** Consists of 3,861,459 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 155,034 shares of Common Stock held by Abdiel Capital, LP.

 

6


CUSIP No. 60255W105

 

SCHEDULE 13D

This Amendment No. 8 (“Amendment No. 8”) 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”), Amendment No. 3 thereto on February 17, 2016 (“Amendment No. 3”), Amendment No. 4 thereto on March 7, 2016 (“Amendment No. 4”), Amendment No. 5 thereto on July 28, 2016 (“Amendment No. 5”), Amendment No. 6 thereto on August 8, 2016 (“Amendment No. 6”) and Amendment No. 7 thereto on October 3, 2016 (“Amendment No. 7” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, 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”). 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. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 8 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:

On October 11, 2016, the Reporting Persons acquired 500,000 shares of Common Stock for the account of Abdiel Qualified Master Fund, LP for aggregate consideration of approximately $9.1 million (including commissions). The source of funds used to acquire the 500,000 shares of Common Stock was the working capital of Abdiel Qualified Master Fund, 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. 8.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 8 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. 7 is set forth on Exhibit H 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 as Exhibit E to Amendment No. 4 to the Schedule 13D on March 7, 2016)

Exhibit F - Information with respect to Transactions Effected Since the Filing of Amendment No. 5 to the Schedule 13D (filed as Exhibit F to Amendment No. 6 to the Schedule 13D on August 8, 2016)

Exhibit G - Information with respect to Transactions Effected Since the Filing of Amendment No. 6 to the Schedule 13D (filed as Exhibit G to Amendment No. 7 to the Schedule 13D on October 3, 2016)

Exhibit H - Information with respect to Transactions Effected Since the Filing of Amendment No. 7 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: October 13, 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.H 2 d269341dex99h.htm EXHIBIT H EXHIBIT H

EXHIBIT H

Information with respect to Transactions Effected Since the Filing of Amendment No. 7 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    

10/11/2016

   Purchase    500,000    $18.22(1)

 

 

 

(1) The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.68 to $18.61. 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.