Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
W Capital Partners III, L.P.
 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)
(Last)
(First)
(Middle)

400 PARK AVENUE, SUITE 910		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 12/17/2015   C4(1) 2,829,842 A $ 0 (1) 2,829,842 I See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 (1) 12/17/2015   C4   2,829,842   (1)   (1) Class A Common Stock
2,829,842
$ 0 0
I
See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
W Capital Partners III, L.P.
400 PARK AVENUE, SUITE 910
NEW YORK, NY 10022		     X    
WCP GP III, L.P.
400 PARK AVENUE, SUITE 910
NEW YORK, NY 10022		     X    
WCP GP III, LLC
400 PARK AVENUE, SUITE 910
NEW YORK, NY 10022		     X    

Signatures

W Capital Partners III, L.P., By: WCP GP III, L.P., its sole general partner, By: WCP GP III, LLC, its sole general partner, By: /s/ David Wachter, Managing Member 02/09/2016
**Signature of Reporting Person Date
WCP GP III, L.P., By: WCP GP III, LLC, its sole general partner, By: /s/ David Wachter, Managing Member 02/09/2016
**Signature of Reporting Person Date
WCP GP III, LLC, By: /s/ David Wachter, Managing Member 02/09/2016
**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) Each share of Class B Common Stock was convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. On December 17, 2015, W Capital Partners III, L.P. ("Fund III") elected to convert each share of Class B Common Stock into one (1) share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-6(b).
(2) The Shares are held directly by Fund III. The sole general partner of Fund III is WCP GP III, L.P. ("WCP LP"), and the sole general partner of WCP LP is WCP GP III, LLC ("WCP LLC"). Each of WCP LP and WCP LLC disclaims Section 16 beneficial ownership of the securities held by Fund III, except to the extent of its pecuniary interest therein, if any.
 
Remarks:
Exhibit 99.1 Joint Filer Information

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