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 | 3,861,459 | 0 | 3,861,459 | 3,861,459 | 9.4% |
| Abdiel Capital | 0 | 155,034 | 0 | 155,034 | 155,034 | 0.4% |
| Abdiel Capital Management | 0 | 4,016,493 | 0 | 4,016,493 | 4,016,493 | 9.8% |
| Abdiel Capital Advisors | 0 | 4,016,493 | 0 | 4,016,493 | 4,016,493 | 9.8% |
| Colin T. Moran | 0 | 4,016,493 | 0 | 4,016,493 | 4,016,493 | 9.8% |
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. 12)
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)
May 31, 2017
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).
Follow Mindbody Inc.
Follow Mindbody Inc.
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 3,861,459 | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 3,861,459 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,861,459 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.4%* | |||||
| 14. | TYPE OF REPORTING PERSON PN | |||||
| * | Based on 36,678,218 shares of the Issuers Class A common stock, par value $0.000004 per share (the Common Stock), outstanding as of May 5, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 9, 2017, plus 4,400,000 shares of Common Stock issued in an underwritten registered public offering. |
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 155,034 | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 155,034 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,034 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.4%* | |||||
| 14. | TYPE OF REPORTING PERSON PN | |||||
| * | Based on 36,678,218 shares of Common Stock outstanding as of May 5, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 9, 2017, plus 4,400,000 shares of Common Stock issued in an underwritten registered public offering. |
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 4,016,493** | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 4,016,493** | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,016,493** | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.8%* | |||||
| 14. | TYPE OF REPORTING PERSON OO | |||||
| * | Based on 36,678,218 shares of Common Stock outstanding as of May 5, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 9, 2017, plus 4,400,000 shares of Common Stock issued in an underwritten registered public offering. |
| ** | Consists of 3,861,459 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 155,034 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 4,016,493** | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 4,016,493** | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,016,493** | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.8%* | |||||
| 14. | TYPE OF REPORTING PERSON PN, IA | |||||
| * | Based on 36,678,218 shares of Common Stock outstanding as of May 5, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 9, 2017, plus 4,400,000 shares of Common Stock issued in an underwritten registered public offering. |
| ** | Consists of 3,861,459 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 155,034 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 4,016,493** | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 4,016,493** | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,016,493** | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.8%* | |||||
| 14. | TYPE OF REPORTING PERSON IN | |||||
| * | Based on 36,678,218 shares of Common Stock outstanding as of May 5, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 9, 2017, plus 4,400,000 shares of Common Stock issued in an underwritten registered public offering. |
| ** | Consists of 3,861,459 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 155,034 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. 12
(Amendment No. 12) 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), Amendment No. 4 thereto on March 7, 2016 (Amendment
No. 4), Amendment No. 5 thereto on July 28, 2016 (Amendment No. 5), Amendment No. 6 thereto on August 8, 2016 (Amendment No. 6), Amendment No. 7 thereto on October 3, 2016 (Amendment
No. 7), Amendment No. 8 thereto on October 13, 2016 (Amendment No. 8), Amendment No. 9 thereto on October 27, 2016 (Amendment No. 9), Amendment No. 10 thereto on February 9, 2017
(Amendment No. 10) and Amendment No. 11 thereto on May 1, 2017 (Amendment No. 11 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, 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. 12 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 upon the completion of an underwritten registered public offering of 4,400,000 shares of Common Stock by 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. 12 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 12 shall have
the same meanings herein as are ascribed to such terms in the Schedule 13D.
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. 12.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this
Amendment No. 12 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 since the filing of Amendment No. 11.
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:
June 1, 2017
| 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
