Sec Form 4 Filing - Bessemer Venture Partners VII L.P. @ MINDBODY, Inc. - 2016-11-03

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 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) 11/03/2016 (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 11/03/2016 C( 1 ) 87,400 ( 2 ) A $ 0 ( 1 ) 87,400 ( 2 ) I See Footnotes ( 3 ) ( 4 ) Class A Common Stock 11/03/2016 S 87,400 ( 2 ) D $ 20.03 ( 5 ) 0 I See Footnotes ( 3 ) ( 4 ) Class A Common Stock 11/07/2016 C( 1 ) 54,800 ( 7 ) A $ 0 ( 1 ) 54,800 I See Footnotes ( 3 ) ( 4 ) Class A Common Stock 11/07/2016 S 54,800 ( 7 ) D $ 20 ( 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 ) 11/03/2016 C 87,400 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 87,400 ( 2 ) $ 0 ( 1 ) 3,501,623 ( 6 ) I See Footnotes ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 11/07/2016 C 54,800 ( 7 ) ( 1 ) ( 1 ) Class A Common Stock 54,800 ( 7 ) $ 0 ( 1 ) 3,446,823 ( 8 ) 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 Deer VII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners VII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X BVP VII SPECIAL OPPORTUNITY FUND LP C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Ed Colloton, Director of Deer VII & Co. Ltd., the General Partner of 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. 11/07/2016 Signature of Reporting Person Date /s/ Ed Colloton, Director of Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P. 11/07/2016 Signature of Reporting Person Date /s/ Ed Colloton, Director of Deer VII & Co. Ltd. 11/07/2016 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 November 3, 2016, Bessemer Venture Partners VII L.P. ("BVP VII") sold 27,968 shares of Class A Common Stock, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 12,236 shares of Class A Common Stock, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 47,196 shares of Class A Common Stock at a sale price of $20.03. ( 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 each of the Funds. Each of 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 or Deer VII LP is the beneficial owner of such securities, except to the extent of its pecuniary interests therein, if any, by virtue of its 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 1,120,520 shares of Class B Common Stock, BVP VII Inst owned 490,226 shares of Class B Common Stock, and BVP VII SOF owned 1,890,877 shares of Class B Common Stock. ( 7 )On November 7, 2016, BVP VII sold 17,536 shares of Class A Common Stock, BVP VII Inst sold 7,672 shares of Class A Common Stock, and BVP VII SOF sold 29,592 shares of Class A Common Stock at a sale price of $20.00. ( 8 )After the reported transaction, BVP VII owned 1,102,984 shares of Class B Common Stock, BVP VII Inst owned 482,554 shares of Class B Common Stock, and BVP VII SOF owned 1,861,285 shares of Class B Common Stock.

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