SEC Form 4 · accession 0001209191-18-023844
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brett T White
Officer — CFO & COO
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 5:37 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | Apr 2, 2018 | C | 20,000 | $0.00 | A | 138,245 | D | |
| Class A Common StockF5,F2 | Apr 2, 2018 | S | 13,070 | $37.425 | D | 125,175 | D | |
| Class A Common StockF6,F2 | Apr 2, 2018 | S | 6,730 | $38.20 | D | 118,445 | D | |
| Class A Common StockF2 | Apr 2, 2018 | S | 200 | $38.85 | D | 118,245 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | $7.708 | Apr 2, 2018 | M | 20,000 | D | Jun 24, 2016 | Jun 27, 2023 | Class B Common Stock | 20,000 | 109,467 | D |
| Class B Common StockF7 | — | Apr 2, 2018 | M | 20,000 | A | — | — | Class A Common Stock | 20,000 | 20,000 | D |
| Class B Common StockF7 | — | Apr 2, 2018 | C | 20,000 | D | — | — | Class A Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
- F2Includes 102,980 restricted stock units ("RSUs"), where each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F3Due to a clerical error in the Form 4s filed by the Reporting Person on February 27, 2018 and on March 2, 2018, the amount of securities beneficially owned directly by the Reporting Person following the reported transactions was underreported, and should have been 118,245 shares, of which 15,265 consisted of outstanding shares and 102,980 consisted of RSUs. This clerical error has been corrected in Column 5 of this Form 4.
- F4The sales reported on the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F5The price reported in column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $36.85 to $37.825, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F6The price reported in column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $37.85 to $38.60, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- 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.