SEC Form 4 · accession 0001209191-18-012734
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Lee Stollmeyer
Officer — CEO · Director
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 7:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001458962
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Feb 20, 2018 | A | 77,912 | $0.00 | A | 179,889 | D | |
| Class A Common StockF4,F5 | Feb 20, 2018 | F | 5,434 | $33.45 | D | 174,455 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F6 | $33.45 | Feb 20, 2018 | A | 60,397 | A | — | Feb 20, 2028 | Class A Common Stock | 60,397 | 60,397 | D |
| Class B Common Stock (convertible into Class A Common Stock)F8,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 23,750 | 23,750 | I |
| Class B Common Stock (convertible into Class A common Stock)F9,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 1,250 | 1,250 | I |
| Class B Common Stock (convertible into Class A common Stock)F10,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 1,250 | 1,250 | I |
Explanation of responses
- F1The reported securities represent an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2015 Equity Incentive Plan) through each applicable vesting date, the RSUs subject to the award will vest as follows: one-fourth (1/4th) of the RSUs will vest on February 20, 2019, and one-fourth (1/4th) of the RSUs will vest on each successive February 20 thereafter (or, if the 20th day of the month is not a market trading day, then the vesting date will be the first trading day following the 20th day of the month).
- F10The shares are held of record by the Reporting Person's spouse as custodian for the benefit of her minor child.
- F2Includes 95,240 RSUs, where each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F3Shares withheld by the Issuer to satisfy the Issuer's tax withholding obligation in connection with the Reporting Person's vesting RSUs.
- F4The number of shares withheld by the Issuer in connection with the vesting of RSUs was based on the closing price of the Issuer's Class A Common Stock on the vest date, pursuant to the terms of the 2015 Equity Incentive Plan.
- F5Includes 157,438 RSUs, where each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F6One-fourth (1/4th) of the shares subject to the option will vest on February 20, 2019, and one forty-eighth (1/48th) of the total shares subject to the option will vest monthly thereafter, subject to the Reporting Person continuing to be a Service Provider through each applicable vesting date.
- F7Each 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.
- F8The shares are held of record by the Reporting Person's spouse.
- F9The shares are held of record by the Reporting Person's child.