Edgar Filing: MINDBODY, Inc.

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bessemer Venture Partners VII L.P.

2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [MB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016

(Street)

LARCHMONT, NY 10538

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/08/2016		C⁽¹⁾		2,400,000 ⁽²⁾	A	$ 0 ⁽¹⁾	2,400,000 ⁽²⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Class A Common Stock	11/08/2016		S		2,400,000 ⁽²⁾	D	$ 20 ⁽⁵⁾	0	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Class A Common Stock	11/09/2016		C⁽¹⁾		38,232 ⁽⁷⁾	A	$ 0 ⁽¹⁾	38,232 ⁽⁷⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Class A Common Stock	11/09/2016		S		38,232 ⁽⁷⁾	D	$ 20.15 ⁽⁵⁾	0	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Class A Common Stock	11/10/2016		C⁽¹⁾		10,114 ⁽⁹⁾	A	$ 0 ⁽¹⁾	10,114 ⁽⁹⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Class A Common Stock	11/10/2016		S		10,114 ⁽⁹⁾	D	$ 20.12 ⁽⁵⁾	0	I	See Footnotes ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

11/08/2016

2,400,000 ⁽²⁾

⁽¹⁾

Class A Common Stock

2,400,000 ⁽²⁾

$ 0 ⁽¹⁾

1,046,823 ⁽⁶⁾

See Footnotes ⁽³⁾ ⁽⁴⁾

Class B Common Stock

⁽¹⁾

11/09/2016

38,232 ⁽⁷⁾

⁽¹⁾

Class A Common Stock

38,232 ⁽⁷⁾

$ 0 ⁽¹⁾

1,008,591 ⁽⁸⁾

See Footnotes ⁽³⁾ ⁽⁴⁾

Class B Common Stock

⁽¹⁾

11/10/2016

10,114 ⁽⁹⁾

⁽¹⁾

Class A Common Stock

10,114 ⁽⁹⁾

$ 0 ⁽¹⁾

998,477 ⁽¹⁰⁾

See Footnotes ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bessemer Venture Partners VII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538	X	X
Deer VII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Deer VII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
BVP VII SPECIAL OPPORTUNITY FUND LP C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X

Signatures

/s/ Ed Colloton, Director of Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P., Bessemer Venture Partners VII L.P. and BVP VII Special Opportunity Fund L.P.		11/10/2016
^**Signature of Reporting Person		Date
/s/ Ed Colloton, Director of Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P.		11/10/2016
^**Signature of Reporting Person		Date
/s/ Ed Colloton, Director of Deer VII & Co. Ltd.		11/10/2016
^**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)	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.
(2)	On November 8, 2016, Bessemer Venture Partners VII L.P. ("BVP VII") sold 768,000 shares of Class A Common Stock, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 336,000 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 1,296,000 shares of Class A Common Stock at a sale price of $20.00.
(3)	Deer VII & Co. Ltd. ("Deer VII Ltd") is the general partner of Deer VII & Co. L.P. ("Deer VII LP" and, together with the Funds and Deer VII Ltd, the "Bessemer Entities"), which is the general partner of each of the Funds. Each of Deer VII Ltd and Deer VII LP disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer VII Ltd or Deer VII LP is the beneficial owner of such securities, except to the extent of its pecuniary interests therein, if any, by virtue of its direct and indirect general partner interests in the Funds.
(4)	Jeremy Levine, a director of Deer VII Ltd, serves as the representative of the Bessemer Entities on the Issuer's board of directors.
(5)	The shares were sold in a single execution, which took place at the price indicated above. 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 such execution.
(6)	After the reported transaction, BVP VII owned 334,984 shares of Class B Common Stock, BVP VII Inst owned 146,554 shares of Class B Common Stock, and BVP VII SOF owned 565,285 shares of Class B Common Stock.
(7)	On November 9, 2016, BVP VII sold 12,407 shares of Class A Common Stock, BVP VII Inst sold 5,428 shares of Class A Common Stock, and BVP VII SOF sold 20,397 shares of Class A Common Stock at a sale price of $20.15.
(8)	After the reported transaction, BVP VII owned 322,577 shares of Class B Common Stock, BVP VII Inst owned 141,126 shares of Class B Common Stock, and BVP VII SOF owned 544,888 shares of Class B Common Stock.
(9)	On November 10, 2016, BVP VII sold 3,236 shares of Class A Common Stock, BVP VII Inst sold 1,416 shares of Class A Common Stock, and BVP VII SOF sold 5,462 shares of Class A Common Stock at a sale price of $20.12.
(10)	After the reported transaction, BVP VII owned 319,341 shares of Class B Common Stock, BVP VII Inst owned 139,710 shares of Class B Common Stock, and BVP VII SOF owned 539,426 shares of Class B Common Stock.

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