PROSPECTUS (Subject to Completion) ON CO ▪ Issued June 8, 2015 = S t, = - •—• 01 ea a C C 0 2 MINDBODY, Inc. is offering 7.150,000 shares of its Clan A common stork. This is our initial public offering, and no • a• public market currently exists for our shares. We anticipate that the initial public offering price per share will be w ▪ m between $13.00 and $15.00. C 0 Following this offering, we wall hare two classes of authorized common stork, Clan A common stork and Class B z common stork. The tights of the holders of our Class A common stork and Class B cannon stork will be identical, '3 2 except with respect to voting and conversion rights. Each share of our Class A common stork will be led to one rote. a " Each share of our Class B ro 000000 on stork will be entitled to 10 votes and trill be convertible at any time into one share .0 GI of our Class A common stork. • g = Al shares of our capital stork outstanding lininediately prior to this offering, including shares held by our • = officers, employees and directors, and their respective affiliates, will be reclassified into shares of our Class B rommon • o stork inunediately prior to this offering. The holders of our outstanding Class B common stork will hold approximately • 97.8% of the voting power of our outstanding capital stock immediately following this offering. a a We hare applied to fist our Class A common stock on The NASDAQ Global Market under the symbol "MB." GI • C 413 Ca CO CI3 = We are an "emerging growth company" as defined under the U.S. federal securities laws and as _ c1) 0, such, are subject to reduced public company reporting requirements. Investing in our Class A 10 0 common stock involves risks. See "Risk Factors" beginning on page 17. CO = V) 0,E W CO 0 • C 0. = Per Share $ e= Total $ E (1)See "Underwriting" beginning on page WS for additional information regarding underwriting compensation, = = co We have grante