Page 7 of 8 – SEC Filing
CUSIP No. 60255W105
SCHEDULE 13D
This Amendment No. 5
(Amendment No. 5) 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), Amendment No. 2 thereto on February 12, 2016 (Amendment No. 2), Amendment No. 3 thereto on February 17, 2016 (Amendment No. 3) and Amendment No. 4 thereto on March 7, 2016 (Amendment
No. 4 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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). This Amendment No. 5 is being filed to reflect a change in the Reporting Persons beneficial ownership percentages, resulting from an increase in the number of shares
of Common Stock outstanding as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2016. 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. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment
No. 5 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 May 10, 2016, the Reporting Persons acquired 299,160 shares of Common Stock for the accounts of
Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $4.5 million (including commissions). The source of funds used to acquire the 299,160 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. 5.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this
Amendment No. 5 and Item 2(c) of the Schedule 13D.
Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:
(c) There have been no transactions in the Common Stock which were effected by any of the Reporting Persons during the past sixty days.
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 as Exhibit D to Amendment No. 3 to the Schedule 13D on February 17, 2016)
Exhibit
E – Information with respect to Transactions Effected Since the Filing of Amendment No. 3 to the Schedule 13D (filed as Exhibit E to Amendment No. 4 to the Schedule 13D on March 7, 2016)
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CUSIP No. 60255W105
SCHEDULE 13D
This Amendment No. 5
(Amendment No. 5) 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), Amendment No. 2 thereto on February 12, 2016 (Amendment No. 2), Amendment No. 3 thereto on February 17, 2016 (Amendment No. 3) and Amendment No. 4 thereto on March 7, 2016 (Amendment
No. 4 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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). This Amendment No. 5 is being filed to reflect a change in the Reporting Persons beneficial ownership percentages, resulting from an increase in the number of shares
of Common Stock outstanding as reported in Exhibit 99.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2016. 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. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment
No. 5 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 May 10, 2016, the Reporting Persons acquired 299,160 shares of Common Stock for the accounts of
Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $4.5 million (including commissions). The source of funds used to acquire the 299,160 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. 5.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this
Amendment No. 5 and Item 2(c) of the Schedule 13D.
Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:
(c) There have been no transactions in the Common Stock which were effected by any of the Reporting Persons during the past sixty days.
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 as Exhibit D to Amendment No. 3 to the Schedule 13D on February 17, 2016)
Exhibit
E – Information with respect to Transactions Effected Since the Filing of Amendment No. 3 to the Schedule 13D (filed as Exhibit E to Amendment No. 4 to the Schedule 13D on March 7, 2016)
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