Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
MINDBODY, Inc.
(Name
of Issuer)
Class A Common Stock, $0.000004 par value per share
60255W105
December 31, 2015
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in 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 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Montreux Equity Partners V Associates I, LLC 46-4814236 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 10,384 | |||||
| 6 | SHARED VOTING POWER | ||||
| 594,349 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 10,384 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 594,349 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 604,733 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.49 (2)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
FOOTNOTES | |||||
| (1) Montreux Equity Management V, LLC is the sole general partner of Montreux Equity Partners V Associates I, LLC and Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC. 594,349 shares are held by Montreux Equity Partners V, L.P. and 10,384 shares are held by 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.
(2) Based on 9,318,767 shares of the Issuer’s Class A common stock outstanding as of October 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 6, 2015. | |||||
| CUSIP No. | 60255W105 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Montreux Equity Partners V, L.P. 45-5113281 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 594,349 | |||||
| 6 | SHARED VOTING POWER | ||||
| 10,384 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 594,349 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 10,384 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 604,733 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.49 (2)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
FOOTNOTES | |||||
| (1) Montreux Equity Management V, LLC is the sole general partner of Montreux Equity Partners V Associates I, LLC and Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC. 594,349 shares are held by Montreux Equity Partners V, L.P. and 10,384 shares are held by 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 repo
rted 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.
(2) Based on 9,318,767 shares of the Issuer’s Class A common stock outstanding as of October 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 6, 2015. | |||||
| CUSIP No. | 60255W105 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Daniel K. Turner III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 604,733 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 604,733 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 604,733 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.49 (2)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| N/A | |||||
FOOTNOTES | |||||
| (1) Montreux Equity Management V, LLC is the sole general partner of Montreux Equity Partners V Associates I, LLC and Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC. 594,349 shares are held by Montreux Equity Partners V, L.P. and 10,384 shares are held by 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.
(2) Based on 9,318,767 shares of the Issuer’s Class A common stock outstanding as of October 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 6, 2015. | |||||
Item
1.
(a) | Name
of Issuer |
MINDBODY, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
4051 Broad Street, Suite 220
San Luis Obispo, CA 93401 |
Item
2.
(a) | Name
of Person Filing |
| (1) | Montreux Equity Partners V Associates I, LLC | ||
| (2) | Montreux Equity Partners V, L.P. | ||
| (3) | Daniel K. Turner III | ||
(b) | Address
of Principal Business Office or, if none, Residence |
| (1) | Montreux Equity Partners V Associates I, LLC One Ferry Building, Suite 255 San Francisco, CA 94111 |
| (2) | Montreux Equity Partners V, L.P. One Ferry Building, Suite 255 San Francisco, CA 94111 |
| (3) | Daniel K. Turner III c/o Montreux Equity Partners One Ferry Building, Suite 255 San Francisco, CA 94111 |
(c) | Citizenship |
| (1) | Montreux Equity Partners V Associates I, LLC: Delaware |
| (2) | Montreux Equity Partners V, L.P.: Delaware |
| (3) | Daniel K. Turner III: U.S.A. |
(d) | Title
of Class of Securities |
Class A Common Stock, $0.000004 par value per share |
(e) | CUSIP
Number |
60255W105 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
|
| (1) | Montreux Equity Partners V Associates I, LLC: 604,733 |
| (2) | Montreux Equity Partners V, L.P.: 604,733 |
| (3) | Daniel K. Turner III: 604,733 |
(b) |
Percent of class: |
| (1) | Montreux Equity Partners V Associates I, LLC: 6.49% |
| (2) | Montreux Equity Partners V, L.P.: 6.49% |
| (3) | Daniel K. Turner III: 6.49% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
|
| (1) | Montreux Equity Partners V Associates I, LLC: 10,384 |
| (2) | Montreux Equity Partners V, L.P.: 594,349 |
| (3) | Daniel K. Turner III: 0 |
(ii) |
Shared power to vote or to direct the vote:
|
| (1) | Montreux Equity Partners V Associates I, LLC: 594,349 |
| (2) | Montreux Equity Partners V, L.P.: 10,384 |
| (3) | Daniel K. Turner III: 604,733 |
(iii) |
Sole power to dispose or to direct the disposition of:
|
| (1) | Montreux Equity Partners V Associates I, LLC: 10,384 |
| (2) | Montreux Equity Partners V, L.P.: 594,349 |
| (3) | Daniel K. Turner III: 0 |
(iv) |
Shared power to dispose or to direct the disposition of:
|
| (1) | Montreux Equity Partners V Associates I, LLC: 594,349 |
| (2) | Montreux Equity Partners V, L.P.: 10,384 |
| (3) | Daniel K. Turner III: 604,733 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
Not applicable.
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Not applicable.
Item
8. | Identification
and Classification of Members of the Group |
Not applicable.
Item
9. | Notice
of Dissolution of Group |
Not applicable.
Item
10. | Certification |
| Not applicable. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
| Montreux Equity Partners V Associates I, LLC | |||
Date:
February 16, 2016 | By:
| /s/ Daniel K. Turner III | |
| Name: Daniel K. Turner III | |||
| Title: Managing Director of Montreux Equity Management V, LLC, the General Partner | |||
| Montreux Equity Partners V, L.P. | |||
Date:
February 16, 2016 | By:
| /s/ Daniel K. Turner III | |
| Name: Daniel K. Turner III | |||
| Title: Managing Director of Montreux Equity Management V, LLC, the General Partner | |||
Date:
February 16, 2016 | By:
| /s/ Daniel K. Turner III | |
| Name: Daniel K. Turner III | |||
Footnotes: | Item 4: Montreux Equity Management V, LLC is the sole general partner of Montreux Equity Partners V Associates I, LLC and Montreux Equity Partners V, L.P. Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC. 594,349 shares are held by Montreux Equity Partners V, L.P. and 10,384 shares are held by 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. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |