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 ^*

Montreux Equity Partners V Associates I, LLC

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)

ONE FERRY BUILDING, SUITE 255

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2015

(Street)

SAN FRANCISCO, CA 94111

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)
Common Stock	06/24/2015		C		19,668	A	⁽¹⁾ ⁽²⁾	336,633	I	See footnote ⁽⁴⁾
Common Stock	06/24/2015		C		590,554	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	594,349	I	See footnote ⁽⁵⁾
Common Stock ⁽⁶⁾	06/24/2015		J		336,633	D	⁽⁶⁾	0	I	See footnote ⁽⁴⁾
Common Stock ⁽⁶⁾	06/24/2015		J		594,349	D	⁽⁶⁾	0	I	See footnote ⁽⁵⁾

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

Series A Preferred Stock

⁽¹⁾

06/24/2015

12,042

⁽¹⁾

Common Stock

12,147

$ 0

See footnote ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

06/24/2015

145

⁽¹⁾

Common Stock

146

$ 0

See footnote ⁽⁵⁾

Series B Preferred Stock

⁽²⁾

06/24/2015

7,412

⁽²⁾

Common Stock

7,521

$ 0

See footnote ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

06/24/2015

⁽²⁾

Common Stock

$ 0

See footnote ⁽⁵⁾

Series G Preferred Stock

⁽³⁾

06/24/2015

590,320

⁽³⁾

Common Stock

590,320

$ 0

See footnote ⁽⁵⁾

Class B Common Stock ⁽⁶⁾ ⁽⁷⁾

⁽⁷⁾

06/24/2015

336,633

⁽⁷⁾

Class A Common Stock

336,633

$ 0

336,633

See footnote ⁽⁴⁾

Class B Common Stock ⁽⁶⁾ ⁽⁷⁾

⁽⁷⁾

06/24/2015

594,349

⁽⁷⁾

Class A Common Stock

594,349

$ 0

594,349

See footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Montreux Equity Partners V Associates I, LLC ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA 94111		X
Montreux Equity Partners V, L.P. ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA 94111		X
TURNER DANIEL K III ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA 94111		X

Signatures

/s/ Daniel K. Turner III		06/24/2015
^**Signature of Reporting Person		Date
/s/ Daniel K. Turner III, Managing Director, for Montreux Equity Management V, LLC as general partner of Montreux Equity Partners V, L.P.		06/24/2015
^**Signature of Reporting Person		Date
/s/ Daniel K. Turner III, Managing Director, for Montreux Equity Management V, LLC as general partner of Montreux Equity Partners V Associates I, LLC		06/24/2015
^**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)	The Series A Preferred Stock automatically converted into Common Stock on a 1:1.00877635428226 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(2)	The Series B Preferred Stock automatically converted into Common Stock on a 1:1.01483963618956 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(3)	The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(4)	Shares held of record by Montreux Equity Partners V Associates I, LLC. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V Associates I, LLC. By reason of these relationships, Montreux Equity Management V, LLC and Mr. Turner may be deemed to beneficially own the securities reported herein. Each of Montreux Equity Management V, LLC and Mr. Turner disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.
(5)	Shares held of record by Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V, L.P. By reason of these relationships, Montreux Equity Management V, LLC and Mr. Turner may be deemed to beneficially own the securities reported herein. Each of Montreux Equity Management V, LLC and Mr. Turner disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.
(6)	Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
(7)	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.

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