Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Catalyst Investors II LP
   2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [MB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
711 FIFTH AVENUE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
05/10/2016
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/10/2016   C   222,439 A $ 0 222,439 I see footnote (1) (2)
Class A Common Stock 05/10/2016   J(3)   222,439 (4) D $ 0 0 I see footnote (1)
Class A Common Stock 05/10/2016   J(5)   2,483 A $ 0 2,483 I see footnote (1) (6)
Class A Common Stock 05/10/2016   J(7)   2,483 D $ 0 0 I see footnote (1) (6)
Class A Common Stock 05/10/2016   J(8)   25 A $ 0 25 I see footnote (1) (9)
Class A Common Stock 05/10/2016   J(10)   25 D $ 0 0 I see footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (11) 05/10/2016   C     222,439 (12)   (11)   (11) Class A Common Stock 222,439 (12) $ 0 4,003,911 (13) I see footnote (1) (13)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Catalyst Investors II LP
711 FIFTH AVENUE, SUITE 600
NEW YORK, NY 10022		     X    
Catalyst Investors QP II LP
711 FIFTH AVENUE, SUITE 600
NEW YORK, NY 10022		     X    
CATALYST INVESTORS PARTNERS II, L.P.
711 FIFTH AVENUE, SUITE 600
NEW YORK, NY 10022		     X    
Catalyst Investors Partners, L.L.C.
711 FIFTH AVENUE, SUITE 600
NEW YORK, NY 10022		     X    

Signatures

 /s/ Brian Rich, Member and Advisor   05/11/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Catalyst Investors Partners II, L.P. ("CIP II") is the general partner of Catalyst Investors II, L.P. ("CI II") and Catalyst Investors QP II, L.P. ("CIQP II"). Catalyst Investors Partners, L.L.C. ("CIP LLC") is the general partner of CIP II. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its respective pecuniary interest therein.
(2) 39,223 of these shares are held by CI II and 183,216 of these shares are held by CIQP II.
(3) Effective May 10, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 222,439 shares of Class A Common Stock to their respective limited partners and CIP II.
(4) 39,223 of these shares are being distributed by CI II, and 183,216 of these shares are being distributed by CIQP II.
(5) Represents shares received by CIP II in the distributions described in footnote 3.
(6) Shares held by CIP II.
(7) Effective May 10, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 2,483 shares of Class A Common Stock to CIP LLC and its limited partners.
(8) Represents shares received by CIP LLC in the distribution described in footnote 7.
(9) Shares held by CIP LLC.
(10) Effective May 10, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 25 shares of Class A Common Stock to its members.
(11) 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.
(12) 39,223 of the shares converted were held by CI II and 183,216 of the shares converted were held by CIQP II.
(13) 706,039 of these shares are owned directly by CI II, and 3,297,872 of these shares are owned directly by CIQP II.

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