Sec Form 4 Filing - Bessemer Venture Partners VII L.P. @ MINDBODY, Inc. - 2016-08-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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 (MM/DD/YY)
08/05/2016
(Street)
LARCHMONT, NY10538
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/05/2016 C( 1 ) 800,000 ( 2 ) A $ 0 ( 1 ) 800,000 ( 2 ) I See Footnotes ( 3 ) ( 4 )
Class A Common Stock 08/05/2016 S 800,000 ( 2 ) D $ 17.625 ( 5 ) 0 I See Footnotes ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 ( 1 ) 08/05/2016 C 800,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 800,000 ( 2 ) $ 0 ( 1 ) 4,134,023 ( 6 ) I See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bessemer Venture Partners VII L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
Deer VII & Co. Ltd.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
Deer VII & Co. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
Bessemer Venture Partners VII Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
BVP VII SPECIAL OPPORTUNITY FUND LP
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
Signatures
/s/ Scott Ring, General Counsel of Deer VII & Co. Ltd., the General Partner for 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. 08/09/2016
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel of Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P. 08/09/2016
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel of Deer VII & Co. Ltd. 08/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 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 August 5, 2016, Bessemer Venture Partners VII L.P. ("BVP VII") sold 256,000 shares, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 112,000 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 432,000 shares at a sale price of $17.625.
( 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 the Funds. 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 and Deer VII LP are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their 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 1,322,888 shares, BVP VII Inst owned 578,762 shares, and BVP VII SOF owned 2,232,373 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.