Activist shareholders continue to be closely-monitored and imitated by investors, given their ability to affect positive change at companies. Whether it be by pressuring companies to set loose underperforming divisions, pushing for change on the company’s Board, or advocating for more of the company’s profits to be distributed to shareholders in the form of share buybacks and/or dividend payments, activist investors know how to move the needle in the right direction. Embedded below and on the following pages is the latest 13D activist filing issued by Abdiel Qualified Master Fund LP, in relation to its position in MINDBODY Inc (NASDAQ:MB). The fund owns 2.47 million shares of the online marketplace and services provider for health and wellness practitioners, 16.6% of the company’s shares.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Abdiel Qualified Master Fund | 0 | 2,351,223 | 0 | 2,351,223 | 2,351,223 | 15.7% |
Abdiel Capital | 0 | 121,112 | 0 | 121,112 | 121,112 | 0.8% |
Abdiel Capital Management | 0 | 2,472,335 | 0 | 2,472,335 | 2,472,335 | 16.6% |
Abdiel Capital Advisors | 0 | 2,472,335 | 0 | 2,472,335 | 2,472,335 | 16.6% |
Colin T. Moran | 0 | 2,472,335 | 0 | 2,472,335 | 2,472,335 | 16.6% |
Page 1 of 8 SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
MINDBODY,
Inc.
(Name of Issuer)
Class A Common Stock, par value $0.000004 per share
(Title of Class of Securities)
60255W105
(CUSIP Number)
with a copy to:
Abdiel Capital 410 Park Avenue, Suite 930 New York, NY 10022 Attn: Tel: (646) 496-9202 | Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Attn: Tel: (212) 596-9000 | |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 16, 2016
Date
of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
The information required on 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).
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Page 2 of 8 SEC Filing
CUSIP No. 60255W105
1. | NAME OF Abdiel Qualified Master Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6. | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
8. | SHARED VOTING POWER 2,351,223 | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,351,223 | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,351,223 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 15.7%* | |||||
14. | TYPE OF REPORTING PERSON PN |
* | Based on 14,931,016 shares of the Issuers Class A common stock, par value $0.000004 per share (the Common Stock), outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016. |
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Page 3 of 8 SEC Filing
CUSIP No. 60255W105
1. | NAME OF Abdiel Capital, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6. | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
8. | SHARED VOTING POWER 121,112 | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 121,112 | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,112 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.8%* | |||||
14. | TYPE OF REPORTING PERSON PN |
* | Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016. |
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Page 4 of 8 SEC Filing
CUSIP No. 60255W105
1. | NAME OF Abdiel Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6. | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
8. | SHARED VOTING POWER 2,472,335** | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,472,335** | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,472,335** | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 16.6%* | |||||
14. | TYPE OF REPORTING PERSON OO |
* | Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016. |
** | Consists of 2,351,223 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 121,112 shares of Common Stock held by Abdiel Capital, LP. |
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Page 5 of 8 SEC Filing
CUSIP No. 60255W105
1. | NAME OF Abdiel Capital Advisors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6. | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
8. | SHARED VOTING POWER 2,472,335** | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,472,335** | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,472,335** | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 16.6%* | |||||
14. | TYPE OF REPORTING PERSON PN, IA |
* | Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016. |
** | Consists of 2,351,223 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 121,112 shares of Common Stock held by Abdiel Capital, LP. |
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Page 6 of 8 SEC Filing
CUSIP No. 60255W105
1. | NAME OF Colin T. Moran I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6. | CITIZENSHIP OR PLACE OF United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
8. | SHARED VOTING POWER 2,472,335** | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,472,335** | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,472,335** | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 16.6%* | |||||
14. | TYPE OF REPORTING PERSON IN |
* | Based on 14,931,016 shares of Common Stock outstanding as of December 31, 2015, as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K and filed with the Securities and Exchange Commission on February 10, 2016. |
** | Consists of 2,351,223 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 121,112 shares of Common Stock held by Abdiel Capital, LP. |
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Page 7 of 8 SEC Filing
CUSIP No. 60255W105
SCHEDULE 13D
This Amendment No. 3
(Amendment No. 3) amends and supplements the Schedule 13D filed on December 4, 2015 (the Original Schedule 13D) as amended by Amendment No. 1 thereto on February 10, 2016 (Amendment No. 1)
and Amendment No. 2 thereto on February 12, 2016 (Amendment No. 2 and, together with the Original Schedule 13D and Amendment No. 1, the Schedule 13D), relating to the shares of Class A common stock, par
value $0.000004 per share (the Common Stock), of MINDBODY, Inc. (the Issuer). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided
herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms
in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented by adding the following:
In a series of transactions completed through February 16, 2016, the Reporting Persons acquired 236,133 shares of Common Stock for the accounts of
Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $2.4 million (including commissions). The source of funds used to acquire the 236,133 shares of Common Stock was the working capital of Abdiel
Qualified Master Fund, LP and Abdiel Capital, LP.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof as follows:
(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment
No. 3.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this
Amendment No. 3 and Item 2(c) of the Schedule 13D.
Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:
(c) Information with respect to all transactions in the Common Stock which were effected by each of the Reporting Persons since the filing of Amendment
No. 2 is set forth on Exhibit D attached hereto and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by amending and restating it as follows:
Exhibit A – Joint Filing Agreement (filed as Exhibit A to the Schedule 13D on December 4, 2015)
Exhibit B – Information with respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13D (filed as Exhibit B to
the Schedule 13D on December 4, 2015)
Exhibit C – Information with respect to Transactions Effected Since the Filing of the Schedule 13D (filed as Exhibit
C to Amendment No. 1 to the Schedule 13D on February 10, 2016)
Exhibit D – Information with respect to Transactions Effected Since the Filing of Amendment
No. 2 to the Schedule 13D*
*Filed herewith
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Page 8 of 8 SEC Filing
CUSIP No. 60255W105
SIGNATURES
After reasonable inquiry and
to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:
February 17, 2016
ABDIEL QUALIFIED MASTER FUND, LP | ||
By: | Abdiel Capital Management, LLC, its General | |
By: | /s/ Colin T. Moran | |
Colin T. Moran, Managing Member | ||
ABDIEL CAPITAL, LP | ||
By: | Abdiel Capital Management, LLC, its General | |
By: | /s/ Colin T. Moran | |
Colin T. Moran, Managing Member | ||
ABDIEL CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Colin T. Moran | |
Colin T. Moran, Managing Member | ||
ABDIEL CAPITAL ADVISORS, LP | ||
By: | Abdiel Capital Partners, LLC, its General | |
By: | /s/ Colin T. Moran | |
Colin T. Moran, Managing Member | ||
COLIN T. MORAN | ||
By: | /s/ Colin T. Moran | |
Colin T. Moran, Individually |
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