UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MINDBODY, Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $0.000004 PAR VALUE
(Title of Class of Securities)
60255W105
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 60255W105 | 13G | Page 2 of 14 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VII & Co. Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
13,968 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
13,968 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,968* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on 27,004,858 shares of Class A Common Stock outstanding as of November 7, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2016 (the “Form 10-Q”). |
| CUSIP No. 60255W105 | 13G | Page 3 of 14 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VII & Co. L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
13,968 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
13,968 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,968* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on 27,004,858 shares of Class A Common Stock outstanding as of November 7, 2016, as reported in the Form 10-Q. |
| CUSIP No. 60255W105 | 13G | Page 4 of 14 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners VII L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
4,470 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
4,470 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,968* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on 27,004,858 shares of Class A Common Stock outstanding as of November 7, 2016, as reported in the Form 10-Q. |
| CUSIP No. 60255W105 | 13G | Page 5 of 14 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners VII Institutional L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,955 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
1,955 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,968* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on 27,004,858 shares of Class A Common Stock outstanding as of November 7, 2016, as reported in the Form 10-Q. |
| CUSIP No. 60255W105 | 13G | Page 6 of 14 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVP VII Special Opportunity Fund L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
7,543 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
7,543 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,968* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on 27,004,858 shares of Class A Common Stock outstanding as of November 7, 2016, as reported in the Form 10-Q. |
| CUSIP No. 60255W105 | 13G | Page 7 of 14 Pages |
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer Management Co. LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,077* | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
1,077* | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077* | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Deer Management Company. LLC (“Deer Management”) is the management company affiliate of the Funds (as defined below). An employee of Deer Management who serves as the representative of the Funds on the Issuer’s board of directors was granted, as director compensation, restricted stock units which in the aggregate gives him the right to the shares noted above. Pursuant to a contractual obligation, such employee assigns to Deer Management any compensation received for his service as a director of the Issuer. |
| ** | The percentage of shares beneficially owned as set forth in row 11 above is based on 27,004,858 shares of Class A Common Stock outstanding as of November 7, 2016, as reported in the Form 10-Q. |
| CUSIP No. 60255W105 | 13G | Page 8 of 14 Pages |
Item 1(a). Name of Issuer:
MINDBODY, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
4051 Broad Street, Suite 220, San Luis Obispo, CA 93401
Item 2(a). Name of Person Filing:
This statement is being filed by the following persons with respect to the shares of Class A Common Stock of the Issuer directly owned by Bessemer Venture Partners VII L.P. (“BVP VII”), Bessemer Venture Partners VII Institutional L.P. (“BVP VII Institutional”), and BVP VII Special Opportunity Fund L.P. (“BVP VII SOF” and, collectively with BVP VII and BVP VII Institutional, the “Funds”) and with respect to the 1,077 vested Restricted Stock Units held by Deer Management (as defined above), which give Deer Management the right to receive 1,077 Shares within 60 days of the date of this report.
| (a) | Deer VII & Co. Ltd. (“Deer VII Ltd”), the general partner of Deer VII & Co. L.P. (“Deer VII LP”); |
| (b) | Deer VII LP, the sole general partner of each of the Funds; |
| (c) | BVP VII, which directly owns 4,470 Shares; |
| (d) | BVP VII Institutional, which directly owns 1,955 Shares; |
| (e) | BVP VII SOF, which directly owns 7,543 Shares; and |
| (f) | Deer Management Co. LLC (“Deer Management”), which directly owns 1,077 Shares. |
Deer VII Ltd, Deer VII LP, BVP VII, BVP VII Institutional, BVP VII SOF and Deer Management are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
Item 2(c). Citizenship:
Deer VII Ltd— Cayman Islands
Deer VII LP — Cayman Islands
BVP VII — Cayman Islands
BVP VII Institutional — Cayman Islands
BVP VII SOF – Cayman Islands
Deer Management – Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, $0.000004 par value
| CUSIP No. 60255W105 | 13G | Page 9 of 14 Pages |
Item 2(e). CUSIP Number:
60255W105
Item 3. Not Applicable.
Item 4. Ownership.
For Deer VII Ltd:
| (a) | Amount beneficially owned: 13,968 Shares |
| (b) | Percent of class: 0.05% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 13,968 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 13,968 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For Deer VII LP:
| (a) | Amount beneficially owned: 13,968 Shares |
| (b) | Percent of class: 0.05% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 13,968 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 13,968 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP VII:
| (a) | Amount beneficially owned: 13,968 Shares |
| (b) | Percent of class: 0.05% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 4,470 |
| CUSIP No. 60255W105 | 13G | Page 10 of 14 Pages |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 4,470 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP VII Institutional:
| (a) | Amount beneficially owned: 13,968 Shares |
| (b) | Percent of class: 0.05% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 1,955 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 1,955 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP VII SOF:
| (a) | Amount beneficially owned: 13,968 Shares |
| (b) | Percent of class: 0.05% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 7,543 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 7,543 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For Deer Management:
| (a) | Amount beneficially owned: 1,077 Shares |
| (b) | Percent of class: 0.01% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 1,077 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 1,077 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
| CUSIP No. 60255W105 | 13G | Page 11 of 14 Pages |
Item 5. Ownership of Five Percent or Less of a Class
Yes. The Reporting Persons own 0.06% of the Issuer’s Class A Common Stock outstanding.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Exhibit 1 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
| CUSIP No. 60255W105 | 13G | Page 12 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2017
| DEER VII & CO. LTD. | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| DEER VII & CO. L.P. | ||||
| By: Deer VII & Co. Ltd, its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| BESSEMER VENTURE PARTNERS VII L.P. | ||||
| By: Deer VII & Co. L.P., its General Partner | ||||
| By: Deer VII & Co., Ltd., its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| BESSEMER VENTURE PARTNERS INSTITUTIONAL VII L.P. | ||||
| By: Deer VII & Co. LLC, its General Partner | ||||
| By: Deer VII & Co., Ltd., its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| BVP VII SPECIAL OPPORTUNITY FUND L.P. | ||||
| By: Deer VII & Co. LLC, its General Partner | ||||
| By: Deer VII & Co., Ltd., its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| DEER MANAGEMENT CO. LLC | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| CUSIP No. 60255W105 | 13G | Page 13 of 14 Pages |
EXHIBIT INDEX
| Exhibit 1. |
List of Members of Group |