SEC Form 4 · accession 0001209191-15-056039

MINDBODY, Inc. · MB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert John Murphy

Officer — Chief Operating Officer · Director · 10% Owner

Period of report

Jun 24, 2015

Accepted (ET)

Jun 24, 2015 · 7:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001458962

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Jun 24, 2015	J	994,937	—	D	D
Common Stock^F1,F2	Jun 24, 2015	J	13,750	—	D	I	See footnote
Common Stock^F1,F3	Jun 24, 2015	J	187,500	—	D	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F4	—	Jun 24, 2015	J	994,937	A	—	—	Class A Common Stock	994,937	994,937	D
Class B Common Stock^F1,F4,F2	—	Jun 24, 2015	J	13,750	A	—	—	Class A Common Stock	13,750	13,750	I
Class B Common Stock^F1,F4,F3	—	Jun 24, 2015	J	187,500	A	—	—	Class A Common Stock	187,500	187,500	I
Employee Stock Option (right to buy)^F5,F1	$1.392	Jun 24, 2015	J	196,727	D	—	Nov 15, 2021	Common Stock	196,727	0	D
Employee Stock Option (right to buy)^F5,F1,F4	$1.392	Jun 24, 2015	J	196,727	A	—	Nov 15, 2021	Class B Common Stock	196,727	196,727	D
Employee Stock Option (right to buy)^F6,F1	$7.708	Jun 24, 2015	J	25,000	D	—	Jun 23, 2023	Common Stock	25,000	0	D
Employee Stock Option (right to buy)^F6,F1,F4	$7.708	Jun 24, 2015	J	25,000	A	—	Jun 23, 2023	Class B Common Stock	25,000	25,000	D
Employee Stock Option (right to buy)^F7,F1	$11.52	Jun 24, 2015	J	125,000	D	—	Feb 6, 2024	Common Stock	125,000	0	D
Employee Stock Option (right to buy)^F7,F1,F4	$11.52	Jun 24, 2015	J	125,000	A	—	Feb 6, 2024	Class B Common Stock	125,000	125,000	D
Employee Stock Option (right to buy)^F8,F1	$14.476	Jun 24, 2015	J	81,250	D	—	Feb 5, 2025	Common Stock	81,250	0	D
Employee Stock Option (right to buy)^F8,F1,F4	$14.476	Jun 24, 2015	J	81,250	A	—	Feb 5, 2025	Class B Common Stock	81,250	81,250	D
Employee Stock Option (right to buy)^F9,F1	$14.496	Jun 24, 2015	J	25,000	D	—	May 22, 2025	Common Stock	25,000	0	D
Employee Stock Option (right to buy)^F9,F1,F4	$14.496	Jun 24, 2015	J	25,000	A	—	May 22, 2025	Class B Common Stock	25,000	25,000	D

Explanation of responses

F1Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F2The shares are held of record by the Reporting Person's spouse.
F3The shares are held of record by the Robert John Murphy Family Trust, for which the Reporting Person's spouse serves as trustee.
F4Each 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.
F5The shares subject to the option are fully vested and exercisable.
F625% of the shares subject to the option vested on June 27, 2014, and 2.0833% of the shares vest monthly thereafter.
F710% of the shares subject to the option vested on January 1, 2015, 20% of the shares vest on January 1, 2016, 30% of the shares vest on January 1, 2017, and 40% of the shares vest on January 1, 2018.
F81/48 of the shares subject to the option vested on March 5, 2015, and 1/48 of the shares vest monthly thereafter.
F91/48 of the shares subject to the option vest on June 22, 2015, and 1/48 of the shares vest monthly thereafter.