Sec Form 4 Filing - Montreux Equity Partners V Associates I, LLC @ MINDBODY, Inc. - 2015-06-24

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

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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 (MM/DD/YY) 06/24/2015 (Street) SAN FRANCISCO, CA94111 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 Common Stock 06/24/2015 C 19,668 A 336,633 I See footnote ( 4 ) Common Stock 06/24/2015 C 590,554 A 594,349 I See footnote ( 5 ) Common Stock ( 6 ) 06/24/2015 J 336,633 D 0 I See footnote ( 4 ) Common Stock ( 6 ) 06/24/2015 J 594,349 D 0 I See footnote ( 5 )

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 Series A Preferred Stock ( 1 ) 06/24/2015 C 12,042 ( 1 ) ( 1 ) Common Stock 12,147 $ 0 0 I See footnote ( 4 ) Series A Preferred Stock ( 1 ) 06/24/2015 C 145 ( 1 ) ( 1 ) Common Stock 146 $ 0 0 I See footnote ( 5 ) Series B Preferred Stock ( 2 ) 06/24/2015 C 7,412 ( 2 ) ( 2 ) Common Stock 7,521 $ 0 0 I See footnote ( 4 ) Series B Preferred Stock ( 2 ) 06/24/2015 C 87 ( 2 ) ( 2 ) Common Stock 88 $ 0 0 I See footnote ( 5 ) Series G Preferred Stock ( 3 ) 06/24/2015 C 590,320 ( 3 ) ( 3 ) Common Stock 590,320 $ 0 0 I See footnote ( 5 ) Class B Common Stock ( 6 ) ( 7 ) ( 7 ) 06/24/2015 J 336,633 ( 7 ) ( 7 ) Class A Common Stock 336,633 $ 0 336,633 I See footnote ( 4 ) Class B Common Stock ( 6 ) ( 7 ) ( 7 ) 06/24/2015 J 594,349 ( 7 ) ( 7 ) Class A Common Stock 594,349 $ 0 594,349 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Montreux Equity Partners V Associates I, LLC ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA94111 X Montreux Equity Partners V, L.P. ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA94111 X TURNER DANIEL K III ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA94111 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:

( 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.

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).

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