Sec Form 4 Filing - Luxor Capital Group, LP @ MINDBODY, Inc. - 2018-11-06

Insider filing report for Changes in Beneficial Ownership
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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
Luxor Capital Group, LP
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)
1114 AVENUE OF THE AMERICAS, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2018
(Street)
NEW YORK, NY10036
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 ( 1 ) ( 2 ) 11/06/2018 S 15,595 D $ 33.4899 2,945,973 I ( 3 ) By: Luxor Capital Partners, LP
Class A common stock ( 1 ) ( 2 ) 11/06/2018 S 10,622 D $ 33.4899 1,989,513 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP
Class A common stock ( 1 ) ( 2 ) 11/06/2018 S 3,583 D $ 33.4899 619,657 I ( 4 ) By: Luxor Wavefront, LP
Class A common stock ( 1 ) ( 2 ) 11/06/2018 S 5,233 D $ 32.765 2,940,740 I ( 3 ) By: Luxor Capital Partners, LP
Class A common stock ( 1 ) ( 2 ) 11/06/2018 S 3,565 D $ 32.765 1,985,948 I ( 5 ) By: Luxor Capital Partners Offshore Master Fund, LP
Class A common stock ( 1 ) ( 2 ) 11/06/2018 S 1,202 D $ 32.765 618,455 I ( 4 ) By: Luxor Wavefront, LP
Class A common stock ( 1 ) ( 2 ) 750,843 I ( 6 ) By: Lugard Road Capital Master Fund, LP
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Luxor Capital Group, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
LUXOR CAPITAL PARTNERS OFFSHORE LTD
C/O M&C CORPORATE SVCS LTD
PO BOX 309 GT UGLAND HOUSE
GEORGE TOWN, E900000
X
Luxor Capital Partners, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Lugard Road Capital, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Luxor Wavefront, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
LCG HOLDINGS LLC
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Lugard Road Capital GP, LLC
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY10036
X
Signatures
/s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 11/08/2018
Signature of Reporting Person Date
/s/ Jonathan Green, as Managing Member of Lugard Road Capital GP, LLC 11/08/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management"), Lugard Road Capital, LP ("Lugard Feeder Fund"), Lugard Road Capital GP, LLC ("Lugard GP"), Jonathan Green and Christian Leone (collectively, the "Reporting Persons").
( 2 )Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
( 3 )Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund. .
( 4 )Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
( 5 )Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
( 6 )Securities owned directly by Lugard Road Capital Master Fund, LP ("Lugard Master Fund"). Lugard Feeder Fund, as the owner of a controlling interest in Lugard Master Fund, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Each of Lugard GP and Luxor Capital Group, as the general partner and investment manager, respectively of Lugard Master Fund, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, and as a managing member and controlling person of Lugard GP, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Jonathan Green as a managing member and controlling person of Lugard GP may be deemed to beneficially own the securities owned by Lugard Master Fund.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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