MINDBODY Form 4 MINDBODY / Investors Partners, L.L.C. Catalyst ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Catalyst Investors II LP

(Last) (First) (Middle)

711 FIFTH AVENUE, SUITE 600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [ MB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/02/2016		C		3,553,715	A	(1)	3,553,715	I	See footnote(2)(3)
Class A Common Stock	08/02/2016		J(4)		250,000(5)	D	$0.00	0	I	See footnote(2)
Class A Common Stock	08/02/2016		J(6)		43,404	A	$0.00	43,404	I	See footnote(2)(7)
Class A Common Stock	08/02/2016		J(8)		43,404	D	$0.00	0	I	See footnote(2)(7)
Class A Common Stock	08/02/2016		J(9)		28	A	$0.00	28	I	See footnote(2)(10)
Class A Common Stock	08/02/2016		J(11)		28	D	$0.00	0	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	08/02/2016		C			3,553,715(12)	(1)	(1)	Class A Common Stock	3,553,715(12)	$0.00	3,553,715(13)	I	See footnote(2)(13)

1. Name and Address of Reporting Person^*

Catalyst Investors II LP

(Last) (First) (Middle)

711 FIFTH AVENUE, SUITE 600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CATALYST INVESTORS PARTNERS II, L.P.

(Last) (First) (Middle)

711 FIFTH AVENUE, SUITE 600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Catalyst Investors Partners, L.L.C.

(Last) (First) (Middle)

711 FIFTH AVENUE, SUITE 600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Catalyst Investors QP II LP

(Last) (First) (Middle)

711 FIFTH AVENUE, SUITE 600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Catalyst Investors Partners II, L.P. ("CIP II") is the general partner of Catalyst Investors II, L.P. ("CI II") and Catalyst Investors QP II, L.P. ("CIQP II"). Catalyst Investors Partners, L.L.C. ("CIP LLC") is the general partner of CIP II. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its respective pecuniary interest therein.

3. 626,657 of these shares are held by CI II and 2,927,058 of these shares are held by CIQP II.

4. Effective August 2, 2016, CI II and CIQP II distributed in-kind, on a pro rata basis without consideration, a total of 250,000 shares of Class A Common Stock to their respective limited partners and CIP II, representing a portion of the Class A Shares received on conversion from Class B Shares as described in footnote 12 and footnote 13.

5. 44,087 of these shares are being distributed by CI II, and 205,913 of these shares are being distributed by CIQP II.

6. Represents shares received by CIP II in the distributions described in footnote 4.

7. Shares held by CIP II.

8. Effective August 2, 2016, CIP II distributed in-kind on a pro rata basis without consideration, a total of 43,404 shares of Class A Common Stock to CIP LLC and its limited partners.

9. Represents shares received by CIP LLC in the distribution described in footnote 8.

10. Shares held by CIP LLC.

11. Effective August 2, 2016, CIP LLC distributed in-kind on a pro rata basis without consideration, a total of 28 shares of Class A Common Stock to its members.

12. 626,657 of the shares converted were held by CI II and 2,927,058 of the shares converted were held by CIQP II.

13. 626,657 of these shares are owned directly by CI II, and 2,927,058 of these shares are owned directly by CIQP II.

Remarks:

	/s/ Catalyst Investors II, L.P., by Catalyst Investors Partners II, L.P., its general partner, by Catalyst Investors Partners, L.L.C., its general partner, by Brian Rich, Member and Advisor	08/04/2016
	/s/ Catalyst Investors Partners II, L.P., by Catalyst Investors Partners, L.L.C., its general partner, by Brian Rich, Member and Advisor	08/04/2016
	/s/ Catalyst Investors Partners, L.L.C., by Brian Rich, Member and Advisor	08/04/2016
	/s/ Catalyst Investors QP II, L.P., by Catalyst Investors Partners II, L.P., its general partner, by Catalyst Investors Partners, L.L.C., its general partner, by Brian Rich, Member and Advisor	08/04/2016
	** Signature of Reporting Person	Date
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