Colin Moran‘s Abdiel Capital Advisors has reported an increase to its holding of MINDBODY Inc (NASDAQ:MB) through a recently amended filing with the Securities and Exchange Commission. Abdiel’s stake in the company was increased to 2.81 million shares, up from 2.51 million shares reported in its 13F filing for the March quarter. The fund’s current position accounts for roughly 14.3% of the company’s outstanding stock.
A provider of cloud-based management software and payments platform, MINDBODY Inc (NASDAQ:MB) has a market cap of $940 million and does not pay a dividend. For much of 2016, the stock has been on an uptrend, having ended yesterday’s session at $17.13 per share, up by 12% for the year. The company released its second quarter results on Wednesday, posting a loss of $6.6 million. MINDBODY reported pulling in revenue of $33.6 million for the period, up by 35% year-over-year, and an adjusted loss of $0.10 per share. For the current quarter, the company said that it expects revenue in the range of $34.5 million-to-$35.5 million.
Hedge fund sentiment towards MINDBODY Inc (NASDAQ:MB) plummeted during the first quarter, as the number of hedge funds invested in it fell to six by the end of March, from 12 registered three months earlier. Josh Resnick‘s Jericho Capital Asset Management held 700,000 shares of MINDBODY on March 31, unchanged during the quarter. Jack Ripsteen‘s Potrero Capital Research was also invested in the stock, holding 104,973 shares of it in its portfolio at the end of March.
Follow Mindbody Inc.
Follow Mindbody Inc.
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 | 2,676,947 | 0 | 2,676,947 | 2,676,947 | 13.6% |
Abdiel Capital | 0 | 137,313 | 0 | 137,313 | 137,313 | 0.7% |
Abdiel Capital Management | 0 | 2,814,260 | 0 | 2,814,260 | 2,814,260 | 14.3% |
Abdiel Capital Advisors | 0 | 2,814,260 | 0 | 2,814,260 | 2,814,260 | 14.3% |
Colin T. Moran | 0 | 2,814,260 | 0 | 2,814,260 | 2,814,260 | 14.3% |
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. 5)
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)
July 27, 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).
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 2,676,947 | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,676,947 | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,947 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 13.6%* | |||||
14. | TYPE OF REPORTING PERSON PN |
* | Based on 19,644,157 shares of the Issuers Class A common stock, par value $0.000004 per share (the Common Stock), outstanding as of June 30, 2016, 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. |
2
Follow Mindbody Inc.
Follow Mindbody Inc.
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 137,313 | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 137,313 | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,313 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.7%* | |||||
14. | TYPE OF REPORTING PERSON PN |
* | Based on 19,644,157 shares of Common Stock outstanding as of June 30, 2016, 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. |
3
Follow Mindbody Inc.
Follow Mindbody Inc.
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 2,814,260** | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,814,260** | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,814,260** | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 14.3%* | |||||
14. | TYPE OF REPORTING PERSON OO |
* | Based on 19,644,157 shares of Common Stock outstanding as of June 30, 2016, 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. |
** | Consists of 2,676,947 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 137,313 shares of Common Stock held by Abdiel Capital, LP. |
4
Follow Mindbody Inc.
Follow Mindbody Inc.
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 2,814,260** | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,814,260** | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,814,260** | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 14.3%* | |||||
14. | TYPE OF REPORTING PERSON PN, IA |
* | Based on 19,644,157 shares of Common Stock outstanding as of June 30, 2016, 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. |
** | Consists of 2,676,947 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 137,313 shares of Common Stock held by Abdiel Capital, LP. |
5
Follow Mindbody Inc.
Follow Mindbody Inc.
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 2,814,260** | |||||
9. | SOLE DISPOSITIVE POWER 0 | |||||
10. | SHARED DISPOSITIVE POWER 2,814,260** | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,814,260** | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 14.3%* | |||||
14. | TYPE OF REPORTING PERSON IN |
* | Based on 19,644,157 shares of Common Stock outstanding as of June 30, 2016, 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. |
** | Consists of 2,676,947 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 137,313 shares of Common Stock held by Abdiel Capital, LP. |
6
Follow Mindbody Inc.
Follow Mindbody Inc.
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)
7
Follow Mindbody Inc.
Follow Mindbody Inc.
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:
July 28, 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 |
8