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Filing Details

Accession Number:: 0000899243-16-033235
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-10 21:18:09
Reporting Period:: 2016-11-08

Filing Date:: 2016-11-10
Accepted Time:: 2016-11-10 21:18:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1458962	Mindbody Inc.	MB	()	E9

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1407577	L.p. Institutional Vii Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1459524	Bvp Vii Special Opportunity Fund Lp	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1534338	L.p. Vii Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1540726	Deer Vii & Co. Ltd.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1540731	Deer Vii & Co. L.p.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2016-11-08	2,400,000	$0.00	2,400,000	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2016-11-08	2,400,000	$20.00	0	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2016-11-09	38,232	$0.00	38,232	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2016-11-09	38,232	$20.15	0	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2016-11-10	10,114	$0.00	10,114	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2016-11-10	10,114	$20.12	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2016-11-08	2,400,000	$0.00	2,400,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-11-09	38,232	$0.00	38,232	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-11-10	10,114	$0.00	10,114	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,046,823	No	4	C	Indirect
1,008,591	No	4	C	Indirect
998,477	No	4	C	Indirect

Footnotes

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
On November 8, 2016, Bessemer Venture Partners VII L.P. ("BVP VII") sold 768,000 shares of Class A Common Stock, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 336,000 shares of Class A Common Stock, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 1,296,000 shares of Class A Common Stock at a sale price of $20.00.
Deer VII & Co. Ltd. ("Deer VII Ltd") is the general partner of Deer VII & Co. L.P. ("Deer VII LP" and, together with the Funds and Deer VII Ltd, the "Bessemer Entities"), which is the general partner of each of the Funds. Each of Deer VII Ltd and Deer VII LP disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer VII Ltd or Deer VII LP is the beneficial owner of such securities, except to the extent of its pecuniary interests therein, if any, by virtue of its direct and indirect general partner interests in the Funds.
Jeremy Levine, a director of Deer VII Ltd, serves as the representative of the Bessemer Entities on the Issuer's board of directors.
The shares were sold in a single execution, which took place at the price indicated above. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such execution.
After the reported transaction, BVP VII owned 334,984 shares of Class B Common Stock, BVP VII Inst owned 146,554 shares of Class B Common Stock, and BVP VII SOF owned 565,285 shares of Class B Common Stock.
On November 9, 2016, BVP VII sold 12,407 shares of Class A Common Stock, BVP VII Inst sold 5,428 shares of Class A Common Stock, and BVP VII SOF sold 20,397 shares of Class A Common Stock at a sale price of $20.15.
After the reported transaction, BVP VII owned 322,577 shares of Class B Common Stock, BVP VII Inst owned 141,126 shares of Class B Common Stock, and BVP VII SOF owned 544,888 shares of Class B Common Stock.
On November 10, 2016, BVP VII sold 3,236 shares of Class A Common Stock, BVP VII Inst sold 1,416 shares of Class A Common Stock, and BVP VII SOF sold 5,462 shares of Class A Common Stock at a sale price of $20.12.
After the reported transaction, BVP VII owned 319,341 shares of Class B Common Stock, BVP VII Inst owned 139,710 shares of Class B Common Stock, and BVP VII SOF owned 539,426 shares of Class B Common Stock.