SEC Form 4 · accession 0001209191-18-050516

MINDBODY, Inc. · MB

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

Reporting owner

Kimberly Gail Lytikainen

Officer — Chief Legal Officer &Secretary

Period of report

Sep 7, 2018

Accepted (ET)

Sep 11, 2018 · 5:06 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 Stock^F2	Sep 7, 2018	C	9,437	$0.00	A	50,538	D
Class A Common Stock^F4,F2	Sep 7, 2018	S	4,891	$38.42	D	45,647	D
Class A Common Stock^F5,F2	Sep 7, 2018	S	4,546	$38.69	D	41,101	D
Class A Common Stock^F6	holding	—	—		—	17,821	I	By spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Options (Right to Buy)^F7	$14.496	Sep 7, 2018	M	9,437	D	—	May 22, 2025	Class B Common Stock	9,437	14,063	D
Class B Common Stock^F8	—	Sep 7, 2018	M	9,437	A	—	—	Class A Common Stock	9,437	9,437	D
Class B Common Stock^F8	—	Sep 7, 2018	C	9,437	D	—	—	Class A Common Stock	9,437	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 the Reporting Person.
F2Includes 41,101 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.
F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.58 to $38.55, 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 the Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.58 to $38.90, 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 the Form 4.
F6Includes 17,821 RSUs, where each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F71/48 of the shares subject to the option vested on June 22, 2015, and 1/48 of the shares vest monthly thereafter.
F8Each 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.