Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
Great Hill Equity Partners V, L.P.
2. Issuer Name and Ticker or Trading Symbol
YogaWorks, Inc. [ YOGA]
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)
200 CLARENDON ST., 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/26/2019
(Street)
BOSTON, MA02116
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
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
CONVERTIBLE PROMISSORY NOTES $ 0.6 09/26/2019 A 09/26/2019 06/30/2020 COMMON STOCK 8,305,600 $ 4,983,360 $ 4,983,360 D ( 1 ) ( 2 )
CONVERTIBLE PROMISSORY NOTES $ 0.6 09/26/2019 A 09/26/2019 06/30/2020 COMMON STOCK 27,734 $ 16,640 $ 16,640 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Great Hill Equity Partners V, L.P.
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
GREAT HILL INVESTORS LLC
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
GHP V, LLC
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
Great Hill Partners GP V, L.P.
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
GAFFNEY CHRISTOPHER S
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
HAYES JOHN G
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
Kumin Michael Andrew
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X X
Taber Mark D.
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
Vettel Matthew T
200 CLARENDON ST., 29TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ John S. Dwyer, as attorney-in-fact for Great Hill Equity Partners V, L.P. 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for Great Hill Investors, LLC 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for GHP V, LLC 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for Great Hill Partners GP V, L.P. 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for Christopher S. Gaffney 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for John G. Hayes 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for Michael A. Kumin 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for Mark D. Taber 10/01/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, as attorney-in-fact for Matthew T. Vettel 10/01/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held of record by Great Hill Equity Partners V, L.P. Great Hill Partners GP V, L.P. is the sole general partner of Great Hill Equity Partners V, L.P. and GHP V, LLC is the sole general partner of Great Hill Partners GP V, L.P. GHP V, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners V, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 2 )This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners V, L.P., GHP V, LLC, Great Hill Partners GP V, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.
( 3 )These securities are held of record by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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