Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Levine Jeremy S.
   2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [MB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVE, SUITE 104		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2016
(Street)

LARCHMONT, NY 10538		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 12/31/2016   A   451 (1) A $ 21.3 (2) 98,303 (3) (4) D  
Class A Common Stock               0 (5) I See Footnotes (5) (6)

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Levine Jeremy S.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE, SUITE 104
LARCHMONT, NY 10538		   X      

Signatures

 /s/ Kimberly G. Lytikainen, Attorney-in-Fact   01/04/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the terms of the Issuer's Outside Director Compensation Policy, the reporting person has elected to receive shares of the Issuer's Class A Common Stock (in the form of a fully vested Restricted Stock Award under the Issuer's 2015 Equity Incentive Plan) in lieu of cash retainer fees payable for service on the Issuer's Board of Directors and any committees thereof. The number of shares of Class A Common Stock issued represents the quotient of (A) the dollar amount of the applicable cash retainer payment, divided by (B) the closing sales price of the Issuer's Class A Common Stock on the NASDAQ on the last day of the applicable fiscal quarter, rounded down to the nearest whole share.
(2) Equal to the closing sales price of the Issuer's Class A Common Stock on the NASDAQ on December 30, 2016.
(3) Includes 13,333 RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement.
(4) Includes 23,046 Shares and 22,055 received by the Reporting Person in one or more pro rata distributions-in-kind from the Funds (defined below) and Deer VII LP (defined below) on November 30, 2016 and December 14, 2016, respectively, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
(5) As of the date of this filing, BVP VII owns 4,470 Class A Common Shares, BVP VII Inst owns 1,955 Class A Common Shares, and BVP VII SOF owns 7,543 Class A Common Shares.
(6) Mr. Levine is a director of Deer VII & Co. Ltd. ("Deer VII Ltd"), the general partner of Deer VII & Co. L.P. ("Deer VII LP"), the general partner of Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds"). Mr. Levine disclaims beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII Ltd, his interest in Deer VII LP, and his indirect limited partnership interest in the Funds.

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