Edgar Filing: MINDBODY, Inc.

AMENDMENT NO. 2 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. 2)

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)

February 10, 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 2,126,592
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,126,592
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,126,592
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%*
14.	TYPE OF REPORTING PERSON PN

Based on 14,931,016 shares of the Issuer’s Class A common stock, par value $0.000004 per share (the “Common Stock”), outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016.

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 109,610
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 109,610
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,610
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%*
14.	TYPE OF REPORTING PERSON PN

*	Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016.

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 2,236,202**
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,236,202**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,236,202**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0%*
14.	TYPE OF REPORTING PERSON OO

*	Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016.

**	Consists of 2,126,592 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 109,610 shares of Common Stock held by Abdiel Capital, LP.

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 2,236,202**
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,236,202**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,236,202**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0%*
14.	TYPE OF REPORTING PERSON PN, IA

*	Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016.

**	Consists of 2,126,592 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 109,610 shares of Common Stock held by Abdiel Capital, LP.

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 2,236,202**
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,236,202**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,236,202**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0%*
14.	TYPE OF REPORTING PERSON IN

*	Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016.

**	Consists of 2,126,592 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 109,610 shares of Common Stock held by Abdiel Capital, LP.

CUSIP No. 60255W105

SCHEDULE 13D

This Amendment No. 2 (“Amendment No. 2”) 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” and, together with the Original Schedule 13D, 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”). This Amendment No. 2 is being filed to reflect a change in the Reporting Persons’ beneficial ownership percentages, resulting from an increase in the number of shares of Common Stock outstanding as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016. 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. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

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. 2.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 2 and Item 2(c) of the Schedule 13D.

Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:

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: February 12, 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